RiseTech and Tantalus Enter into Letter of Intent for Qualifying Transaction | 2020-09-09 | Press Releases

Abstract of the Transaction

The LOI units out the overall phrases of the Transaction as at present contemplated by the Events. The exact phrases and circumstances of the Transaction shall be contained within the Definitive Settlement to be negotiated and entered into by the Events. The Events intend to barter in good religion to achieve the Definitive Settlement on or earlier than September 21, 2020 (the “Expiry Date“), and to consummate the Transaction on or earlier than December 1, 2020 (the “Closing Date“). Concurrently with the execution of the Definitive Settlement, every Celebration will use its commercially affordable efforts to trigger its administrators, officers and shareholders holding 5% or extra of its issued and excellent shares to enter into lock-up and assist agreements in a kind to be negotiated in good religion between the Events.

The Transaction will take the type of a plan of association, merger, amalgamation, share change and/or different related transaction whereby all the excellent Tantalus Shares shall be acquired in change for widespread shares of RiseTech (every, a “Consideration Share“, and, collectively, the “Consideration Shares“), in consideration of the issuance to the Tantalus shareholders (together with individuals who purchase shares within the capital of Tantalus pursuant to the Concurrent Financing), on a professional rata foundation, of Consideration Shares for all Tantalus shares held instantly previous to the Closing. Tantalus shareholders, on a totally diluted foundation, will obtain Consideration Shares representing 98% of the Ensuing Issuer, on a totally diluted foundation, previous to giving impact to the Concurrent Providing. The Consideration Shares could also be topic to Alternate escrow restrictions and to carry intervals as required pursuant to relevant securities legal guidelines. The Transaction shall be accomplished pursuant to, and in strict accordance with, company regulation necessities and out there exemptions beneath relevant securities laws.

The completion of the Transaction is topic to the satisfaction of assorted circumstances as are normal for a transaction of this nature, together with however not restricted to: (i) receipt of all crucial consents, waivers, permissions and approvals for the Transaction, together with the approval of the Alternate; (ii) the Ensuing Issuer assembly the minimal itemizing necessities of the Alternate; (iii) the Closing Date occurring no later than December 1, 2020, except in any other case prolonged in writing by mutual settlement of each Events; (iv) the representations, warranties and covenants made by every Celebration being true and proper in all materials respects as of the Closing Date; (v) no Celebration being in materials breach of its obligations beneath the Definitive Settlement; (vi) no occasion or change occurring that may moderately prone to have a fabric adversarial impact on both RiseTech or Tantalus; (vii) the completion of the Concurrent Financing; (viii) the issuance of the Consideration Shares being exempt from prospectus necessities beneath relevant securities legal guidelines; (ix) Tantalus offering RiseTech with such monetary statements as are required for the Qualifying Transaction; (x) if required, Tantalus offering RiseTech with a proper valuation acceptable to the Alternate; and (xi) RiseTech having a minimal money on its steadiness sheet equal to or better than the money on its steadiness sheet as of June 30, 2020.

The Events could not contemplate various transactions till 5:00 p.m. on November 23, 2020.

Concurrent Financing

In reference to the Transaction, it’s anticipated that Tantalus will full the Concurrent Financing to lift gross proceeds of roughly USD$8,000,000. The Concurrent Financing is anticipated to be carried out utilizing subscription receipts. The subscription receipts shall be bought at a difficulty value to be decided within the context of the market. Tantalus has entered into an engagement letter with Canaccord Genuity Corp. in reference to the Concurrent Financing offering for a syndicate of brokers comprised of Canaccord Genuity and Cormark Securities Inc., as co-lead brokers and joint bookrunners, and PI Monetary Corp. The syndicate members within the Concurrent Financing will obtain money compensation equal to six% of the gross proceeds of the Concurrent Financing and warrants to buy shares of the Ensuing Issuer equal to six% of the shares issued pursuant to the Concurrent Financing (excluding shares issued pursuant to sure subscribers). When the phrases of the Concurrent Financing are decided and the sale value of the subscription receipts has been finalized, RiseTech will difficulty an extra press launch to replace the market with respect to the Concurrent Financing.

The Ensuing Issuer plans to make use of the proceeds of the Concurrent Financing to speed up a number of strategic progress initiatives aimed toward increasing Tantalus’ present product portfolio by means of analysis and improvement, strategic partnerships and focused acquisitions to offer extra software program purposes, companies and assist to its rising person group of utilities and for common working capital functions.

Tantalus has been suggested by PenderFund Capital Administration that it intends to take part within the Concurrent Providing as a lead investor.

Administrators, Officers of the Ensuing Issuer

Following the Closing, the administration and Board of Administrators of the Ensuing Issuer will every be comprised of the present administration staff and Board of Administrators of Tantalus and one director of RiseTech.

Administration

Peter Londa – President & Chief Govt Officer, Director – Pete Londa is a seasoned good grid expertise govt with over 20 years of expertise in management roles who joined Tantalus as President & Chief Govt Officer in 2014. Pete can be a director of Tantalus. Previous to becoming a member of Tantalus, Pete served because the Impartial Chair of the Board of Administrators for World Vitality Options, Inc., a publicly traded firm on NASDAQ the place he additionally served because the Chair of the Mergers and Acquisitions Committee. Pete was actively concerned in main World Vitality’s sale to EnerNOC, Inc., one other publicly traded firm on NASDAQ. Beforehand, Pete served because the Chief Govt Officer of BPL World, Ltd., a number one good grid firm delivering expertise options to the electrical utility business with operations in the US, Europe, Center East, India, and China. Whereas there, he was accountable for driving and managing all points of company technique, operations, engineering, company improvement and financing, and was instrumental in executing the sale of BPL World to a division of the Danaher Company. Moreover, he has held numerous management positions within the expertise and funding banking industries at firms together with The Chart Group, L.P., Thoughtworks, Inc., and SG Cowen. Pete is a graduate of Emory College and holds a J.D., MBA in Finance and Company Legislation, and a B.A. in Economics.

Dermot O’Leary – Chief Working Officer – Dermot O’Leary is a 40-year veteran of the utility business, with experience in all points of strategic planning, product improvement, manufacturing and provide chain processes, buyer deployments, enterprise improvement, contracting, and worldwide enterprise, and at present serves as Chief Working Officer of Tantalus. Earlier than becoming a member of Tantalus in 2014, he served as Govt Vice President and Common Supervisor of the substation group of Serveron, a VC-funded expertise firm that was acquired by BPL World. Previous to his roles at Serveron and BPL World, Dermot spent the vast majority of his profession in quite a few worldwide govt management positions inside Schlumberger, together with as VP and GM of Schlumberger RMS U.Okay. and Southern Africa, Managing Director of Schlumberger M&S South Africa, and VP-Gross sales of Schlumberger Industries North America. Dermot additionally served as Vice President and Common Supervisor of Cellnet, the place he was accountable for the enterprise unit P&L of the AMR group.

George Reznik – Chief Monetary Officer – George Reznik brings over 25 years of experience in govt monetary management and operations having held key roles at quickly rising public firms within the excessive expertise business. George at present serves as Chief Monetary Officer of Tantalus. Previous to becoming a member of Tantalus in September 2020, George served as Chief Monetary Officer and Company Secretary of Intrinsyc Applied sciences Company, an IoT edge computing firm. George additionally served because the Company Finance Valuation Apply Chief of Deloitte, the place he was a member of the accounting follow in Canada and the UK for over 12 years. George is a Chartered Skilled Accountant – Chartered Accountant, a Chartered Enterprise Valuator, a Licensed Fraud Examiner and the 2017 recipient of the BC Public Firm CFO of the 12 months award. Moreover, George is the present Chair of the BC Tech Affiliation CFO Council.

Hugo Hodge – Govt Vice President & Common Manger, Caribbean Basin – Hugo Hodge serves as Govt Vice President and Common Supervisor of the Caribbean Basin for Tantalus. Hugo has devoted his profession to the success of utilities and most not too long ago served as Chief Govt Officer of the Virgin Islands Water & Energy Authority previous to becoming a member of Tantalus. At Tantalus, Hugo leads strategic efforts to increase Tantalus’ presence within the Caribbean Basin by means of his in depth expertise in distribution utility operations coupled together with his understanding of the distinctive enterprise and operational points within the area. Hugo has additionally held technical and management roles at Griffin Energy (GA), Marietta Energy (GA), and Georgia Energy. Hugo is actively concerned with the Caribbean Electrical Utility Companies Company (CARILEC), American Public Energy Affiliation (APPA), and the Electrical Cities of Georgia (ECG) to assist public energy utilities throughout North America and the Caribbean.

Michael Julian – Govt Vice President, Gross sales and Advertising and marketing – Mike Julian at present serves as Govt Vice President, Gross sales and Advertising and marketing of Tantalus. Mike Julian leads Tantalus’ gross sales group and is accountable for rising Tantalus’ income profile and market presence throughout the general public energy and electrical cooperative utility market section all through North America. A former United States Air Power officer, Mike brings over 20 years of management, gross sales and gross sales administration expertise inside the vitality and communications industries by means of prior roles at Common Electrical, Ericsson, Tekelec and Catapult Communications. Mike is a graduate of Common Electrical’s Technical Gross sales Program. He earned an MBA from the W.P. Carey Faculty of Enterprise at Arizona State College and holds a B.S. in Electrical Engineering from Villanova College

Michael Grandis – Common Counsel and Company Secretary – Mike Grandis at present serves because the Common Counsel of Tantalus and is accountable for all authorized issues throughout the corporate and its associates. He oversees contracting, company governance, partnerships, mental property, employment, compliance and different transactional issues, in addition to serving as a strategic member of the senior management staff. Previous to becoming a member of Tantalus, Mike was a company accomplice within the New York regulation workplace of Loeb & Loeb LLP the place he additionally acted as exterior common counsel to Tantalus for a number of years. Mike has almost twenty years of expertise working towards in New York Metropolis regulation corporations representing purchasers on a broad vary of company, securities and different transactional engagements. Moreover, Mike serves because the chairman of the Board of Trustees of a constitution college community in New York and likewise on the Board of Administrators of a big youth sports activities group. He additionally lectures on enterprise finance and different entrepreneurial subjects at Cornell Tech, a joint educational enterprise between Cornell College and the Technion-Israel Institute of Expertise, in New York. Mike obtained his B.S. in Advertising and marketing and Administration from the McDonough Faculty of Enterprise at Georgetown College and his J.D. from Columbia College Faculty of Legislation the place he was a member of the Columbia Enterprise Legislation Evaluate.

Board of Administrators

Laura Formusa – Chair and Director – Laura Formusa has greater than 30 years of expertise within the utilities business and is at present the Chair of the Board of Administrators of Tantalus. She served as President and Chief Govt Officer of Hydro One Inc. from 2007 till her retirement on the finish of 2012. She joined Hydro One Inc. in 1980, and took on roles of accelerating accountability, together with Vice-President, Common Counsel and Secretary. Ms. Formusa serves on the boards of Equitable Life Insurance coverage Firm of Canada the place she is Chair of the Governance Committee, 407 Worldwide Inc., and ENMAX the place she is Chair of the Security and Human Sources Committee. She has additionally served on the Boards of DHX Media Ltd., the Canadian Electrical energy Affiliation, ICES, the Banting Analysis Basis and York College.Ms. Formusa has a Bachelor of Legal guidelines from York College’s Osgoode Corridor Legislation Faculty and holds the Institute of Company Administrators Designation.