Ms. Deborah Honig reports

TANTALUS SYSTEMS HOLDING INC. ANNOUNCES $20 MILLION BOUGHT DEAL PUBLIC OFFERING

Tantalus Systems Holding Inc. has entered into an agreement with ATB Cormark Capital Markets, acting as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters, pursuant to which the underwriters have agreed to purchase 3,738,500 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.

In addition, the company will grant the underwriters an 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 overallotments, 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 Feb. 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 common shares to be issued under the offering will be offered by way of a prospectus supplement to the company's existing short form base shelf prospectus dated June 16, 2025, to be filed in all of the provinces of Canada (other than the province of Quebec), 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+. 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 St., North Tower, Suite 1800, Toronto, Ont., M5J 2J2, or by telephone at 416-943-6701 or by e-mail at ecm@atb.com, by providing the contact with an e-mail 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.

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, the company 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.

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