/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH US NEWSWIRE
SERVICES/
BURNABY, BC, Aug. 3, 2021 /CNW/ - Tantalus Systems
Holding Inc. (TSX: GRID) ("Tantalus" or the
"Company") is pleased to announce that it has commenced an
overnight marketed public offering of common shares (the
"Offering") of the Company (the "Common Shares"). 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 size and price of the Offering is expected to be determined
in the course of the marketing. There can be no assurance as to
whether or when the Offering may be completed, or as to the actual
size or terms of the Offering. 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.
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.
About Tantalus
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.
Website: www.tantalus.com
LinkedIn: LinkedIn/company/tantalus
Twitter: @TantalusCorp
Forward-Looking Information:
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 anticipated
size, 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 risk of overnight marketing efforts being unsuccessful;
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
the Tantalus' Base Shelf Prospectus, Annual Information Form
May 18, 2021, as well as the
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.
SOURCE Tantalus Systems Holding Inc.
