Mr. Manny Padda reports

RISETECH ANNOUNCES THAT TANTALUS UPSIZES OFFERING TO $10 MILLION. SECURES AN ADDITIONAL $1.1 MILLION THROUGH SECOND CLOSING OF PREVIOUSLY ANNOUNCED SUBSCRIPTION RECEIPT OFFERING

Risetech Capital Corp. has noted that Tantalus Systems Holding Inc. has closed the second tranche of its previously announced private placement of subscription receipts. The second tranche of the offering includes the issuance of an additional 500,803 subscription receipts at a price of $2.25 per subscription receipt for aggregate gross proceeds of $1,126,806.75. Together with the first tranche of the offering, which closed on Nov. 19, 2020, Tantalus has issued a total of 4,418,210 subscription receipts, for aggregate gross proceeds of $9,940,972.50, under the offering.

The second tranche is being conducted in connection with Risetech's previously announced definitive arrangement agreement with each of Tantalus and Tantalus Systems Shareholders Inc. (TSS), pursuant to which, among other things, Risetech will acquire all of the issued and outstanding securities of Tantalus and TSS, the whole in accordance with the arrangement agreement and the plan of arrangement included therein. In connection with the transaction, Risetech will consolidate its issued and outstanding shares on the basis of one preconsolidation Risetech share for 0.06094549 postconsolidation Risetech share. The transaction is intended to constitute Risetech's qualifying transaction as defined under Policy 2.4. It is expected that Risetech, following the closing of the transaction, will be listed on the exchange as a Tier 1 technology issuer, and that the business of the resulting issuer will be the business of Tantalus.

Each subscription receipt issued pursuant to the second tranche will ultimately entitle the holder thereof to receive, without any further action on the part of the holder or payment of any additional consideration, one postconsolidation common share of the resulting issuer, upon the conversion of the subscription receipts into common shares of Tantalus and the subsequent conversion of such common shares into resulting issuer shares upon the completion of the transaction. The conversion of the subscription receipts will be subject to the satisfaction or waiver of certain escrow release conditions prior to Jan. 31, 2021, the whole in accordance with a subscription receipt agreement, as amended and supplemented by a supplemental indenture, entered into with TSX Trust Company. The proceeds of the offering will be held in escrow by the escrow agent pending the satisfaction of the escrow release conditions, the primary condition being the receipt of all approvals necessary for the completion of the transaction.

In connection with the second tranche, Tantalus (i) paid to Canaccord Genuity Corp. a cash fee equal to 4.5 per cent of the gross proceeds raised from the subscription receipts issued to subscribers introduced to Tantalus by Canaccord and (ii) issued to Canaccord warrants equal to 4.5 per cent of the subscription receipts subscribed for by persons introduced to Tantalus by Canaccord. Fifty percent of the cash fee will be paid on the closing of the second tranche, with the remaining 50 per cent expected to be paid upon the closing of the transaction and satisfaction of the escrow release conditions.

The subscription receipts will be subject to an indefinite hold period as set out in National Instrument 45-102 -- Resale of Securities, but the resulting issuer shares issuable pursuant to the plan of arrangement to the holders of common shares of Tantalus received upon the conversion of the subscription receipts are expected to be freely tradable (other than any applicable escrow requirements or seed share resale restrictions pursuant to the exchange Policy 5.4 -- Escrow, Vendor Consideration and Resale Restrictions).

The resulting issuer intends to use the net proceeds of the offering to, among other things, accelerate several strategic growth initiatives aimed at expanding its product portfolio through research and development, strategic partnerships, and targeted acquisitions to provide additional software applications, services and support to its growing user community of utilities and for general working capital purposes.

Please refer to Risetech's press releases of Sept. 9, 2020, and Nov. 19, 2020, for further information with respect to the transaction.

About Risetech Capital Corp.

Risetech is a capital pool company as defined by Policy 2.4. The principal business activity of Risetech is to identify and evaluate opportunities for acquisition of assets or business. Risetech is headquartered in Vancouver, B.C.

About Tantalus Systems Holding Inc.

Over the past three decades, Tantalus has consistently and creatively delivered mission-critical technology solutions that enhance the safety, security, reliability and efficiency of public power and electric co-operative utilities across North America and the Caribbean basin. By leveraging technology, Tantalus empowers utilities to transform their distribution grids from systems designed to support one-way power flow into a connected network of devices capable of supporting multidirectional power flow from solar panels, distributed storage and electric vehicles. The solutions and tools delivered by Tantalus enable utilities to also engage pro-actively with their customers and members to be more responsive and reliable, pinpoint where to make capital investments to improve the resiliency of their grids, and generate cost savings by streamlining system operations. Tantalus's 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 information

Further press releases with additional particulars relating to the transaction and the resulting issuer will follow in due course. All information contained in this press release with respect to Risetech and Tantalus 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.

We seek Safe Harbor.