NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH US NEWSWIRE SERVICES
Burnaby, British Columbia – August 4, 2021 – Tantalus Systems Holding Inc. (TSX: GRID) (“Tantalus” or the “Company”) is pleased to announce that it has priced its previously announced overnight marketed public offering of common shares (the “Offering”) of the Company (the “Common Shares”). Pursuant to the Offering, the Company intends to issue Common Shares at a price of C$2.25 per Common Share (the “Offering Price”) for gross proceeds of up to C$10 million.
The Offering is expected to be completed pursuant to an underwriting agreement to be entered into among Canaccord Genuity Corp. and Cormark Securities Inc. as co-lead underwriters and joint bookrunners for the Offering, and a syndicate of underwriters (collectively, the “Underwriters”).
The Offering is expected to close on or about August 12, 2021 and will be subject to customary conditions, including approval of the Toronto Stock Exchange (the “TSX”).
In addition, the Company intends to grant the Underwriters a 30-day option to purchase up to an additional 15% of the Common Shares offered in the proposed Offering on the same terms and conditions (the “Over-Allotment Option”) for market stabilization purposes and to cover overallotments. The Over-Allotment Option may be exercised in whole or in part to purchase Common Shares.
In consideration for their services to be provided in connection with the Offering, the Underwriters will receive, on the closing of the Offering and the closing of the Over-Allotment Option (if any), cash commission equal to 6.0% of gross proceeds of the Offering (including on any exercise of the Over-Allotment Option). The Company shall also issue to the Underwriters that number of compensation warrants (the “Compensation Warrants”) as is equal to 6.0% of the Common Shares issued under the Offering (including on any exercise of the Over-Allotment Option) with each Compensation Warrant exercisable for one Common Share at an exercise price equal to the Offering Price for a period of two years following the Closing Date, subject to adjustment in certain events.
The Company intends to use the net proceeds of the offering for strategic initiatives, working capital and general corporate purposes.
The Common Shares will be offered in each of the provinces of Canada, excluding Quebec, pursuant to a prospectus supplement to the Company’s short form base shelf prospectus dated June 28, 2021 (the “Base Shelf Prospectus”). The Common Shares will not be offered or sold in the United States except in transactions that do not require registration under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”).
The Company intends to file a prospectus supplement to its Base Shelf Prospectus on or about August 5, 2021. The prospectus supplement and the Base Shelf Prospectus contain important detailed information about the Company and the proposed Offering. Prospective investors should read the Base Shelf Prospectus and the other documents the Company has filed before making an investment decision. Copies of the documents, following filing thereof, and the Base Shelf Prospectus will be available on SEDAR at www.sedar.com.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities to be offered have not been, and will not be registered under the U.S. Securities Act or under any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
Tantalus is a smart grid technology company that transforms aging one-way grids into future-proofed multi-directional grids that improve the efficiency, reliability and sustainability of public power and electric cooperative utilities and the communities they serve. Our solutions are purpose-built to allow utilities to restore power quickly after major disruptions, adapt to rapidly shifting consumer expectations and population shifts, innovate new solutions based on the adoption of distributed energy resources and evolve their grid infrastructure at their own pace without needless cost or complexity. All this gives our user community the flexibility they need to get the most value from existing infrastructure investments while planning for future requirements.
Marketing Communications Manager
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This news release contains “forward-looking information” within the meaning of applicable securities laws. Forward-looking information is generally identifiable by use of the words “believes”, “may”, “plans”, “will”, “anticipates”, “intends”, “could”, “estimates”, “expects”, “forecasts”, “projects” and similar expressions, and the negative of such expressions. Forward-looking information in this news release includes statements regarding the Offering generally, including the Company entering an underwriting agreement with the Underwriters, filing of the prospectus supplement, the completion of the Offering and the anticipated use of the net proceeds therefrom, the anticipated closing date, the receipt of TSX approval and future strategic growth initiative plans of Tantalus.
In connection with the forward-looking information contained in this news release, Tantalus has made numerous assumptions, regarding, among other things: that financial markets will not in the long term be adversely impacted by the COVID-19 pandemic; the absence of material adverse changes in our business, our industry or the global economy; our ability to fulfill the requirements of the TSX in connection with the Offering; the requirement for regulatory approvals and third party consents; and the impact of general business and economic conditions. While Tantalus considers these assumptions to be reasonable, these assumptions are inherently subject to significant uncertainties and contingencies. Additionally, there are known and unknown risk factors which could cause Tantalus’ actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. Known risk factors include, among others: the inability of the Company to satisfy all conditions to the completion of the Offering; the impacts of COVID-19 are unpredictable and could have significant impacts on Tantalus’ financial performance; sales cycles to Tantalus’ customers can be lengthy and unpredictable and require significant employee time with no assurances that a prospective customer will select Tantalus’ products and services; Tantalus’ financial and operational performance significantly depends on its ability to attract and retain customers and its ability to develop new products and to enhance and sustain the quality of existing products to retain such customers; Tantalus depends on a limited number of key suppliers and if such suppliers fail to provide Tantalus with sufficient quantities of components at acceptable levels of quality and at anticipated costs, Tantalus’ revenue and operating results could be materially and adversely affected; Tantalus has a prior history of operating losses and Tantalus may not sustain profitability on a quarterly or annual basis; Tantalus’ quarterly results are inherently unpredictable and subject to substantial fluctuations; Tantalus’ success depends in part on Tantalus’ ability to integrate its technology into devices and its relationship with device manufacturers; Tantalus’ marketing efforts depend significantly on Tantalus’ ability to receive positive references from Tantalus’ existing customers; the markets for Tantalus’ products and services, smart grid, smart city, and broader IoT technology in general, are still developing – if the markets develop less extensively or more slowly than Tantalus expects, Tantalus’ business could be harmed; Tantalus operates in a highly competitive industry and Tantalus competes against many companies with substantially greater financial and other resources, and Tantalus’ market share and results of operations may be reduced if Tantalus is unable to respond to competitors effectively; Tantalus is dependent on the utility industry, which has experienced volatility in capital spending – this volatility could cause Tantalus’ results of operations to vary significantly from period to period; Tantalus’ reliance on certain infrastructure and information technology systems make it vulnerable to the potential adverse effects of cyber-attacks and other breaches; if Tantalus’ products contain defects or otherwise fail to perform as expected, Tantalus could be liable for damages and incur unanticipated warranty, recall and other related expenses, Tantalus’ reputation could be damaged, Tantalus could lose market share and, as a result, Tantalus’ financial condition or results of operations could suffer; the nature of Tantalus’ business exposes it to the unpredictable risks of contractual disputes; the loss of key employees and the inability to attract and retain qualified personnel could harm Tantalus’ business; Tantalus’ business is exposed to potential risks associated with international sales and operations; foreign exchange rate fluctuations could harm Tantalus’ results or operations; Tantalus and its customers operate in a highly regulated business environment and changes in regulation could impose costs on Tantalus or make Tantalus’ products less economical; Tantalus’ inability to acquire and integrate other businesses, products or technologies could seriously harm Tantalus’ competitive position; intellectual property infringement claims could be costly and time-consuming to prosecute or defend; substantially all of Tantalus’ current products depend on the availability and are subject to the regulation of radio spectrum in the United States and abroad; and interruptions or delays in services from Tantalus’ third-party data center facilities, or problems with the third-party hardware or software that Tantalus employs, could impair the delivery of its services and harm Tantalus’ business.
A more complete discussion of the risks and uncertainties facing Tantalus is disclosed under the heading “Risk Factors” in Tantalus’ Base Shelf Prospectus, Annual Information Form dated May 18, 2021, as well as Tantalus’ continuous disclosure filings with Canadian securities regulatory authorities available at www.sedar.com. All forward-looking information herein is qualified in its entirety by this cautionary statement, and Tantalus disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law. Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this news release.