Tantalus Systems Holding Inc. Announces $20 Million Bought Deal Public Offering

/Not for distribution to United States newswire services or for dissemination in the United States/

BASE SHELF PROSPECTUS IS ACCESSIBLE, AND THE PROSPECTUS SUPPLEMENT WILL BE ACCESSIBLE WITHIN TWO BUSINESS DAYS, ON SEDAR+

BURNABY, BC, Feb. 2, 2026 /CNW/ - Tantalus Systems Holding Inc. (TSX: GRID) (OTCQX: TGMPF) ("Tantalus" or the "Company") is pleased to announce that it has entered into an agreement with ATB Cormark Capital Markets acting as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase 3,738,500 Common Shares (the "Common Shares") from the treasury of the Company, at a price of $5.35 per Common Share for total gross proceeds of approximately $20,000,975 million (the "Offering").

In addition, the Company will grant the Underwriters an option (the "Over-Allotment Option") to purchase up to an additional 560,775 Common Shares on the same terms exercisable at any time up to 30 days following the closing of the Offering, for market stabilization purposes and to cover over-allotments, if any.

The net proceeds of the Offering will be used 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.

The Offering is expected to close on or about February 11, 2026, 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 "TSX").

The Common Shares to be issued under the Offering will be offered by way of a prospectus supplement (the "Prospectus Supplement") to the Company's existing short form base shelf prospectus dated June 16, 2025 (the "Base Shelf Prospectus"), to be filed in all of the provinces of Canada (other than the province of Québec) and some may be sold in the United States pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in compliance with applicable state blue-sky laws, and in such other jurisdictions outside of Canada and the United States as agreed to by the Company, in each case in accordance with all applicable laws and provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction. Access to the Prospectus Supplement, the Base Shelf Prospectus and any amendment to the documents is provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. The Base Shelf Prospectus is, and the Prospectus Supplement will be (within two business days from the date hereof), accessible on SEDAR+ at www.sedarplus.ca. An electronic or paper copy of the Prospectus Supplement, the Base Shelf Prospectus, and any amendment to such documents, may be obtained without charge from ATB Cormark Capital Markets at 200 Bay Street, North Tower, Suite 1800, Toronto, ON, M5J 2J2 or by telephone at [phone] or by email at [email protected] by providing the contact with an email address or address, as applicable. The Base Shelf Prospectus and the Prospectus Supplement contain important, detailed information about the Company and the proposed Offering.  Prospective investors should read the Base Shelf Prospectus and the Prospectus Supplement (when filed) before making an investment decision.

No securities regulatory authority has either approved or disapproved of the contents of this press release. 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, 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. The Company offers 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 terms of the Offering, including, but not limited to, the Over-Allotment Option, the closing date of the Offering, the use of the net proceeds of the Offering, the conditions to the closing of the Offering, including acceptance by the TSX, the filing of a prospectus supplement with respect to the Offering, the offering jurisdictions 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.

In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, assumptions that the terms and closing of the Offering will be as anticipated, including, but not limited to, that the Over-Allotment Option, the closing date of the Offering, the use of the net proceeds of the Offering, the conditions to the closing of the Offering, including acceptance by the TSX, the filing of a prospectus supplement with respect to the Offering, and the offering jurisdictions of the Offering will all be as anticipated.

A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements made in this news release, including, but not limited to, the risk that terms and closing of the Offering will not be as anticipated, including, but not limited to, that the Over-Allotment Option, the closing date of the Offering, the use of the net proceeds of the Offering, the conditions to the closing of the Offering, including acceptance by the TSX, the filing of a prospectus supplement with respect to the Offering, the offering jurisdictions of the Offering, and the position of Tantalus will not be as anticipated. A more complete discussion of the risks and uncertainties facing the Company is disclosed under the heading "Risk Factors" in the Company's most recent annual information form, as well as the Company's other continuous disclosure filings with Canadian securities regulatory authorities available at www.sedarplus.ca.

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.

SOURCE Tantalus Systems Holding Inc.

CONTACT INFORMATION: Deborah Honig, Investor Relations, [phone], [email protected]