Tantalus Announces Completion of Qualifying Transaction
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH US NEWSWIRE SERVICES
VANCOUVER, British Columbia, Jan. 29, 2021 (GLOBE NEWSWIRE) — Tantalus Systems Holding Inc. (“Tantalus” or the “Resulting Issuer”), formerly RiseTech Capital Corp. (“RiseTech”), is pleased to announce the closing of its previously announced “Qualifying Transaction” (the “Qualifying Transaction”) pursuant to Policy 2.4 – Capital Pool Companies (“Policy 2.4”) of the TSX Venture Exchange (the “Exchange”). Pursuant to the Qualifying Transaction, RiseTech has acquired all of the issued and outstanding securities of Tantalus Systems Shareholders Inc. (“TSS”) and the target (formerly, Tantalus Systems Holding Inc.) (the “Target”) and securityholders of TSS and the Target have received securities in the capital of Tantalus.Qualifying TransactionPrior to completing the Qualifying Transaction, Tantalus changed its name from RiseTech Capital Corp. to “Tantalus Systems Holding Inc.” and consolidated its share capital on the basis of one (1) pre-consolidated share for 0.06094549 post-consolidation shares (each, a “Tantalus Share”) of Tantalus existing immediately prior the consolidation (the “Consolidation”).Pursuant to the terms of the Arrangement Agreement, all outstanding securities of TSS and the Target were exchanged for post-Consolidation securities of RiseTech on a one-for-one basis. In connection with the Qualifying Transaction, Tantalus issued an aggregate of 33,673,520 Tantalus Shares to former shareholders of TSS and the Target, representing approximately 86.66% of the issued and outstanding Tantalus Shares on a non-diluted basis. For more information on the Qualifying Transaction, refer to the Filing Statement of Tantalus dated January 28, 2021 (the “Filing Statement”) available under Tantalus’ SEDAR profile at www.sedar.com.It is anticipated that the Tantalus Shares will commence trading on the Exchange under the ticker symbol “GRID” in the second week of February following the issuance of the Exchange’s Final Listing Bulletin.Management of the Resulting IssuerThe board of directors and executive team of Tantalus now consist of Peter Londa (President, Chief Executive Officer and a Director), Laura Formusa (Chair of the Board of Directors), Francis J. Harvey (Director), John McEwen (Director), Tom Liston (Director), George Reznik (Chief Financial Officer), Dermot O’Leary (Chief Operating Officer), Michael Julian (Executive Vice President, Sales and Marketing), Hugo Hodge (Executive Vice President and General Manager, Caribbean Basin), Michael Grandis (General Counsel and Corporate Secretary) and Param Pawar (Vice-President, Finance).Subscription Receipt FinancingAs previously announced, the Target completed a subscription receipt financing for aggregate gross proceeds of $9,940,972.50 (the “Financing”). As per the terms of the Financing, in connection with the completion of the Qualifying Transaction, each subscription receipt converted, on a post-Consolidation basis, into one (1) Tantalus Share for an aggregate total of 4,418,210 Tantalus Shares, representing approximately 11.37% of the issued and outstanding Tantalus Shares on a non-diluted basis. Proceeds from the Financing have been released from escrow.Escrow SharesIn connection with the Transaction, certain principals of Tantalus are required to enter into a Tier 1 Value Escrow Agreement (the “Escrow Agreement”) with TSX Trust Company, as escrow agent, in respect of 2,038,002 Tantalus Shares and 3,148,046 options of Tantalus (each, a “Tantalus Option”). Under the terms of the Escrow Agreement, 25% of such escrowed securities will be released upon the date of the Exchange’s Final Listing Bulletin, with the balance to be released in three equal tranches of 25% every six months thereafter.Additionally, 609,455 Tantalus Shares and 18,284 Tantalus Options held by former Principals of RiseTech will continue to be held in escrow pursuant to a CPC Escrow Agreement (as defined in Policy 2.4) pursuant to Policy 2.4. Under the CPC Escrow Agreement, such escrowed securities will be subject to a 36-month staged release, with a first release of 10% of such securities occurring on the date of the Exchange’s Final Listing Bulletin, with the balance to be released in six equal tranches of 15% every six months thereafter.Information for ShareholdersTantalus’ transfer agent, TSX Trust Company, will be mailing Direct Registration System (“DRS Advice”) to all shareholders of Tantalus (other than for those that are required to be in certificated form) setting out each holder’s shareholdings. Shareholders of Tantalus wishing to receive a physical share certificate should contact TSX Trust Company for information on how to obtain physical shares certificates in place of a DRS Advice. The ISIN number for common shares of Tantalus is CA87601F1062.About Tantalus Systems Holding Inc.Over the past three decades, Tantalus, through the Target and its subsidiaries, has been consistently and creatively developing technology that enhances the safety, security, reliability and efficiency of public power and electric cooperative utilities across North America and the Caribbean Basin. Tantalus provides mission-critical smart grid solutions that include a market-leading edge computing platform, robust software applications and an advanced IoT communications network. By leveraging technology, Tantalus empowers its utility customers to access granular data from both legacy meters and cutting-edge two-way intelligent devices to improve customer service, facilitate consumer engagement, realize cost savings and streamline system operations. Tantalus’ comprehensive suite of smart grid solutions includes advanced metering infrastructure, demand-management technologies, data analytics, distribution automation and street lighting control systems – a broad portfolio built purposefully to support smart community initiatives essential to both the near-term and long-term success of the utilities Tantalus supports and the communities they serve.Additional InformationAll information contained in this press release with respect to the corporate entities referenced herein was supplied, for inclusion herein, by the respective parties and each party and its directors and officers have relied on the other party for any information concerning the other party.Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.This press release does not constitute an offer to sell securities in the United States. The securities 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 state securities laws, and may not be offered, sold or delivered, directly or indirectly, in the United States unless pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws.Notice on Forward-Looking InformationThis news release may contain certain forward-looking information and statements (“forward looking statements”) including, for example, statements relating to the receipt of the Exchange’s Final Listing Bulletin, the release of Tantalus Shares pursuant to the Escrow Agreement and the CPC Escrow Agreement and other related information. Such forward-looking statements involve risks and uncertainties, both known and unknown. The results or events depicted in these forward-looking statements may differ materially from actual results or events. Although Tantalus believes that the expectations reflected in forward-looking statements in this press release are reasonable, such forward-looking statements have been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond Tantalus’ control, including the risk factors discussed in the Filing Statement dated January 28, 2021, which are incorporated herein by reference and available under Tantalus’ SEDAR profile at www.sedar.com. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement and are made as of the date hereof. Tantalus disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.For further information please contact Peter Londa, the President and Chief Executive Officer of Tantalus, by email at [email protected] or by telephone at 604.299.0458.