/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
DISSEMINATION IN THE UNITED
STATES/
BURNABY,
BC, May 8, 2024 /CNW/ - Tantalus Systems
Holding Inc. (TSX: GRID) ("Tantalus" or the
"Company") is pleased to announce that it has entered into
an agreement with a syndicate of investment dealers led by Cormark
Securities Inc. and Canaccord Genuity Corp. (collectively, the
"Underwriters") pursuant to which the Underwriters have
agreed to purchase, on a bought deal private placement basis,
6,250,000 common shares (the "Common Shares") from the
treasury of the Company, at a price of C$1.60 per Common Share for total gross proceeds
of approximately C$10 million (the
"Offering").
The Offering will consist 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, for maximum gross proceeds of
$7,900,000 (the "LIFE
Tranche"). There is an offering document relating to the LIFE
Tranche that can be accessed under the Company's profile at
www.sedarplus.ca and at the Company's website at
www.tantalus.com. Prospective investors should read this offering
document before making an investment decision.
In addition, the Company will complete, concurrent 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 Placement Tranche"). The Common Shares sold
under the Concurrent Private Placement Tranche will be sold
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 will constitute the
Offering.
The net proceeds of the Offering shall be used for research and
development activities pertaining to new product initiatives, sales
and business development activities and general corporate purposes
and working capital.
The Offering is expected to close on or about May 23, 2024, or such other date as the Company
and the Underwriters may agree and is subject to certain conditions
including, but not limited to, the receipt of all necessary
regulatory and other approvals including the acceptance of the
Toronto Stock Exchange.
The Company will pay 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
will be exercisable to acquire one Common Share at an exercise
price equal to the offering price for a period of 24 months from
the closing date, subject to adjustment in certain events. Each of
the Cash Commission payable and Compensation Warrants issuable to
the Underwriters will be reduced to 3% with respect to certain
purchasers identified on the Company's president's list.
All securities issued in connection with the LIFE Tranche are
expected to be immediately freely tradeable under applicable
Canadian securities laws if sold to purchasers resident in
Canada. All securities issued in
connection with the Concurrent Private Placement Tranche and the
Compensation Warrants and underlying Common Shares will, where
applicable, be subject to a statutory hold period of four months
and one day following the date of issuance in accordance with
applicable Canadian securities laws.
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 jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction. This press release does not constitute an
offer of securities for sale in the
United States. The securities being offered have not been,
nor will they be, registered under the United States Securities Act
of 1933, as amended, and such securities may not be offered or sold
within the United States absent
registration under U.S. federal and state securities laws or an
applicable exemption from such U.S. registration
requirements.
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 http://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, statements regarding the Offering
generally, the terms thereof, the use of proceeds, the
jurisdictions in which the Offering will be conducted, the filing
of the offering materials and the satisfaction of the conditions of
closing of the Offering, including the receipt, in a timely manner,
of required approvals, the date of completion of the Offering, 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 Company
receiving all required approvals, the amount to be raised, the use
of the net proceeds of the Offering as announced or at all, the
satisfaction or waiver of the conditions of closing of the Offering
and the completion of the Offering on the expected terms.
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.
Website: www.tantalus.com
Linkedin: Linkedin/company/tantalus
X: @TantalusCorp
SOURCE Tantalus Systems Holding Inc.