Burnaby, British Columbia–(Newsfile Corp. – May 23, 2024) – Tantalus Systems Holding Inc.TSX: Grid) (“Tantalus” or “company“) has a total of 6,250,000 shares of common stock (“Common stock” ) common shares will be sold by the Company's Treasury for C$1.60 per common share (“Offer price” ) Total gross proceeds were approximately C$10 million (“Recruitment“) Pursuant to the terms of the underwriting agreement dated May 23, 2024 (“Underwriting Agreement) is an agreement between the Company and the Underwriters (defined below), Cormark Securities Inc. and Canaccord Genuity Corp. (collectively, the “Joint lead underwriter“) acted as co-lead managers and co-managers for this offering on behalf of a syndicate of underwriters including Beacon Securities Ltd., Haywood Securities Inc. and Paradigm Capital Co., Ltd. (co-lead underwriters) ).underwriter().
“Tantalus' ongoing mission is to leverage the power of data to help utilities modernize their electric grids, and the recent commercialization of our TRUSense Gateway solution is a major step forward in that effort,” said Peter Ronda, president and CEO of Tantalus Systems. “We would like to thank all of our new and existing investors and members of our bank syndicate for helping strengthen our financial profile. We believe that by securing additional capital through this financing and adding new institutional and retail investors to our shareholder roster, Tantalus is in a stronger position to expand our business.”
The offering consists of 4,937,500 common shares issued pursuant to the public issuer financing exemption provisions available under Part 5A of National Instrument 45-106. Prospectus exemption (“NI 45-106In each province of Canada, except Quebec, and in such other jurisdictions outside Canada as mutually agreed upon by the Company and the Joint Lead Managers, an aggregate amount of $7,900,000 (“life trancheIn addition, concurrently with the LIFE Tranche, the Company completed a brokered private placement of 1,312,500 shares of its common stock on the same terms as the LIFE Tranche for gross proceeds of $2,100,000 (the “Simultaneous private placement Tranche”) pursuant to any applicable exemptions under NI 45-106, other than the public issuer financing exemption. The LIFE tranche and the concurrent private placement tranche constituted this offering.
The net proceeds from the offering will be used for research and development activities related to new product development, sales and business development activities, general corporate purposes and working capital.
Pursuant to the terms of the underwriting agreement, the Company has paid to the underwriters in connection with the offering (i) a cash fee equal to 6.0% of the aggregate gross proceeds of the offering (“Cash Fee” ), and (ii) the total number of warrants of compensation (respectively, “writ of indemnityThe underwriters may exercise “compensation warrants” representing 6.0% of the total number of common shares issued pursuant to the offering. Each Compensation Warrant will be eligible for a period of 24 months from the closing date of the offering with 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); May be exercised to obtain one share of common stock, except as adjusted in certain events. Cash fees payable to the underwriters and reward warrants issued have been reduced to 3.0% with respect to certain purchasers listed on the Company's President's List. The underwriters did not receive cash commissions or reward warrants in connection with the completed sales to U.S. purchasers on the Company's President's List.
Certain insiders of the Company participated in the offering and purchased a total of 1,474,300 shares of common stock. The participation of such insiders in this offering constituted a “related party transaction” as defined in Multilateral Rule 61-101. Protection of minority holdings in special transactions (“Mi61-101However, the formal valuation and minority shareholder approval requirements of MI 61-101 were waived because 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 dissenting or opposing opinion with respect to the above. The Company did not file a Material Change Report 21 days prior to the closing of the IPO because the details of the participation of the Company's insiders were not disclosed or confirmed at that time.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). and to persons in the United States or “U.S. Persons” (as that term is defined in Regulation S of the U.S. Securities Act), absent registration requirements or applicable exemptions from the U.S. Securities Act and applicable state securities laws; It may not be offered or sold for that account or for profit..
About Tantalus Systems Holdings, Inc. (TSX:GRID)
Tantalus is a technology company dedicated to helping modernize the electric grid by harnessing the power of data from all devices and systems deployed across the grid. We offer a grid modernization platform that spans multiple levels, including 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 their existing infrastructure investments, while leveraging advanced capabilities to plan for future requirements. For more information, please visit http://www.tantalus.com/.
Forward-Looking Statements
This news release contains forward-looking information, statements, beliefs and opinions and reflect current estimates, expectations and projections regarding future events, including, but not limited to, the expected uses of, and positions for, the net proceeds of the Offering. Certain statements may contain forward-looking information, including without limitation, statements regarding Tantalus' future plans, strategies, and expectations, as well as statements regarding the Company's future plans, strategies, and expectations, including without limitation, statements regarding the Company's future plans, strategies, and expectations, as well as … strategies, and expectations, as well as statements regarding the Company's future plans, strategies, strategies, and expectations, as well as statements regarding the Company's future plans, strategies, strategies, and expectations, as well as statements regarding the Company's future plans, strategies, strategies
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 in the Company's filings with Canadian securities regulators. Continuing disclosure documents are also available at www. cedarplus.ca.
In making the forward-looking statements in this news release, the Company has applied a number of significant assumptions, including, but not limited to, assumptions regarding the use of the net proceeds from the Offering as announced or at all.
Although the Company attempts to identify important factors that could cause actual results or events to differ materially from those described in forward-looking statements, the Company attempts to identify important factors that could cause actual results or events to differ materially from those described in forward-looking statements, but it There may be other factors that prevent this from happening. Readers should not place undue reliance on forward-looking information, which is based on information available as of the date of this news release. or otherwise disclaim any intention or obligation to update or revise any forward-looking information contained in this new release. The forward-looking information contained in this new release is expressly qualified in its entirety by this cautionary statement.
Contact Tantalus:
jackie hudson
marketing communications manager
613-552-4244 | Contact Us
Deborah Honig
Investor Relations
647-203-8793 | deborah@adcap.ca
Website: www.tantalus.com
Linkedin: Linkedin/Company/Tantalus
X: @TantalusCorp
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/210167
