Tantalus Systems closes $23-million offering

Mr. Peter Londa reports TANTALUS SYSTEMS HOLDING INC. COMPLETES $23.0 MILLION BOUGHT DEAL FINANCING Tantalus Systems Holding Inc. has closed its previously announced bought deal public offering by issuing an aggregate of 4,299,275 common shares from the treasury of the company at a price of $5.35 per common share for total gross proceeds of approximately $23.0-million, pursuant to the terms of an underwriting agreement dated Feb. 4, 2026, between the company and the underwriters (as defined below). ATB Cormark Capital Markets acted as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters, which also included TD Securities Inc., Beacon Securities Ltd., Canaccord Genuity Corp., Paradigm Capital Inc., Raymond James Ltd. and Haywood Securities Inc. The aggregate common shares issued and the total gross proceeds of the offering includes the full exercise by the underwriters of an option to purchase up to an additional 560,775 common shares for additional gross proceeds from the exercise of the overallotment Option of approximately $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 chief executive officer 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 per cent (reduced to 3.0 per cent 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 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, 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 per cent 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 and the company now has 56,007,705 shares outstanding. About Tantalus Systems Holding Inc. 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. The company offers a grid modernization platform across multiple levels: intelligent connected devices, communications networks, data management, enterprise applications and analytics. The company's 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 of the company's 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, Tantalus delivers 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. We seek Safe Harbor.