Burnaby, British Columbia--(Newsfile Corp. - February 9, 2026) - Tantalus Systems Holding Inc. (TSX: GRID) (OTCQX: TGMPF) ("Tantalus" or the "Company") is pleased to announce that it has closed its previously announced bought deal public offering by issuing an aggregate of 4,299,275 Common Shares ("Common Shares") from the treasury of the Company at a price of C$5.35 per Common Share for total gross proceeds of approximately C$23.0 million (the "Offering") pursuant to the terms of an underwriting agreement dated February 4, 2026 (the "Underwriting Agreement") between the Company and the Underwriters (as defined below). ATB Cormark Capital Markets (the "Lead Underwriter") acted as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters which also included TD Securities Inc., Beacon Securities Limited, Canaccord Genuity Corp., Paradigm Capital Inc., Raymond James Ltd. and Haywood Securities Inc. (together with the Lead Underwriter, the "Underwriters"). The aggregate Common Shares issued and the total gross proceeds of the Offering includes the full exercise by the Underwriters of an option (the "Over-Allotment Option") to purchase up to an additional 560,775 Common Shares for additional gross proceeds from the exercise of the Over-Allotment Option of approximately C$3.0 million.

Tantalus intends to use the net proceeds of the Offering for sales and marketing, strategic growth initiatives, partial repayment of the Company's term loan, capital expenditures, research and development, and working capital and general corporate expenses.

"Tantalus would like to thank all of our investors and the members of our banking syndicate for further strengthening our balance sheet as we continue to invest in the company's growth," said Peter Londa, President and CEO of Tantalus. "We are focused on executing on our vision of delivering Unified Intelligence to utilities to accelerate their distribution grid modernization efforts. As a result of this offering, we believe Tantalus is in a stronger position than ever to deliver highly innovative and differentiated solutions to market and to continue to scale our business."

Pursuant to the terms of the Underwriting Agreement, the Company paid to the Underwriters a cash fee equal to 6.0% (reduced to 3.0% with respect to certain purchasers identified on the Company's president's list) of the aggregate gross proceeds received by the Company in connection with the Offering (the "Cash Commission"). The Underwriters did not receive any Cash Commission 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 approximately an aggregate of 57,922 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.

The Common Shares sold pursuant to the Offering have been listed on the Toronto Stock Exchange ("TSX") and the Company now has 56,007,705 shares outstanding.

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 referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable Securities Laws of any state of the United States, 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 any applicable exemption from the registration requirements of the U.S. Securities Act and applicable Securities Laws of any state of the United States. This news release will not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

ABOUT TANTALUS SYSTEMS HOLDING INC. (TSX: GRID) (OTCQX: TGMPF)

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. All our technology is grounded in a data-centric approach that is designed to help utilities find the most cost-effective path to grid modernization with the least risk. Ultimately, we deliver Unified Intelligence to utilities of all kinds, so they can leverage data and insights across their entire grid, no matter what devices, systems or vendors they choose to work with. 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. Forward-looking information in this news release includes statements regarding the anticipated use of the proceeds, the belief that the delivery of Unified Intelligence to utilities will accelerate their distribution grid modernization efforts and the belief that, following the Offering, Tantalus is in a stronger position than ever to deliver highly innovative and differentiated solutions to market and to continue to scale its business. 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, 2025 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 proceeds of the Offering, that the delivery of Unified Intelligence to utilities will accelerate their distribution grid modernization efforts and that, following the Offering, Tantalus is in a stronger position than ever to deliver highly innovative and differentiated solutions to market and to continue to scale its business.

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 news release, whether as a result of new information, future events or otherwise, unless required by applicable law. The forward-looking information included in this news release is expressly qualified in its entirety by this cautionary statement.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/283058

Source: Tantalus Systems Holding Inc.