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TORONTO, March 7, 2019 /CNW/ - Water Ways
Technologies Inc. (formerly Sagittarius Capital Corporation) (NEX
Board: SCX.H) ("Water Ways" or the "Company"), is
pleased to announce further to its press releases dated
December 31, 2018, August 27, 2018 and June
27, 2018, that it has closed its previously announced
Qualifying Transaction ("QT") with Irri-Al-Tal Ltd.
("IAT") a company incorporated under the laws of
Israel. In addition, aggregate
gross proceeds totalling $3,109,570
was raised in connection with the QT, of which $2,818,125 was raised via public offering
("Offering") of units ("Units") of Water Ways and
$291,445 by way of a private
placement ("Concurrent Private Placement") of units of IAT
("IAT Units").
Ohad Haber, President, CEO and
Director of Water Ways commented: "We are very pleased to announce
the completion of the financing and securities exchange with
Sagittarius and look forward entering this new chapter of our
company. As a global leader in providing innovative irrigation
equipment and irrigation turnkey solutions, this financing
positions us to pursue opportunities in new markets and new product
and service verticals. We also expect that becoming a public
company will provide us with additional credibility on the global
stage in order to attract additional financing to aggressively
accelerate our sales. We thank everyone who made this milestone
possible and look forward to demonstrating the full potential of
Israeli innovation in the irrigation sector".
Adam Szweras, Director and
Corporate Secretary of Water Ways, and Chairman of the Company's
financial advisor FMI Capital Advisory Inc., added: "Our firm has
worked with Water Ways for over a year now and we are excited about
the growth prospects in its traditional markets and with legal
cannabis and hemp cultivators. We look forward to continue working
with management in this new phase of the Company's existence to
seize the opportunity for continued rapid growth".
Qualifying Transaction
The QT provided for the acquisition of all of the outstanding
equity interests of IAT by Water Ways in a transaction in which the
shareholders of IAT received common shares of Water Ways (the
"Common Shares") and, in case of outstanding convertible
securities of IAT, convertible securities of Water Ways.
Shareholders of IAT were issued an aggregate of 75,338,152 Common
Shares (the "Consideration Shares") based on the deemed
value ascribed to IAT as negotiated between Water Ways and IAT of
approximately CAD $18.8 million, at a
deemed issue price of CAD$0.25,
resulting in 2 Consideration Shares for each one IAT share held. As
a result of the QT, Water Ways became the sole beneficial owner of
all of the outstanding securities of IAT. Water Ways is the parent
company of IAT which will continue its business.
Prior to the QT, Water Ways was a Capital Pool Company (as
defined under the policies of the TSX Venture Exchange (the
"Exchange")) and had not commenced commercial operations and
had no assets other than cash. The QT constituted Water Ways'
"Qualifying Transaction", as such term is defined in Policy 2.4 of
the Exchange. In connection with the QT the Company's name was
changed from Sagittarius Capital Corporation to Water Ways
Technologies Inc. and its shares were consolidated on the basis of
one post-consolidation share for every 1.4964285 pre-consolidation
shares.
Final acceptance of the QT will occur upon the issuance of a
Final Exchange Bulletin by the Exchange. Upon issuance of the Final
Exchange Bulletin, Water Ways will cease to be a Capital Pool
Company and will recommence trading on the Exchange as a Tier 1
issuer. Subject to this final acceptance, trading in the common
shares of Water Ways is expected to begin on the Exchange under the
symbol "WWT" shortly. A further press release will be issued when
the date trading is anticipated to commence is known.
Public Offering and Concurrent Private
Placement
In connection with the QT, Water Ways completed an Offering of
11,272,500 Units for gross proceeds of $2,818,125. Each Unit is comprised of one Common
Share and one-half of one common share purchase warrant (each whole
warrant, a "Warrant") of Water Ways at a price of
$0.40 per Unit, for a total issuance
of 11,272,500 Common Shares and 5,636,250 Warrants. Each Warrant is
exercisable into one Common Share (a "Warrant Share") at
$0.40 per Warrant Share until
March 6, 2021. If the closing price
of the Common Shares on the Exchange is equal to or greater than
$0.75 for any 20 consecutive trading
days, the Company may, upon providing written notice to the holders
of the Warrants, accelerate the expiry date of the Warrants to the
date that is 30 days following the date of such written notice.
The Offering was conducted by Leede Jones Gable Inc.
("Leede") as lead agent and sole bookrunner. As
consideration for acting as agent for the Offering, Leede received:
(i) a cash commission of $225,450;
(ii) a corporate finance fee of $40,000; and (iii) 901,800 non-transferable
broker warrants (each, a "Broker Warrant"). Each Broker
Warrant entitles the holder to one Common Share at a price of
$0.50 until March 6, 2021.
Immediately prior to the closing of the QT, IAT completed a
non-brokered Concurrent Private Placement of IAT Units raising
gross proceeds of $291,445.38. Each
IAT Unit was issued at a price of $0.50 and was comprised of one ordinary share in
the capital of IAT and one-half of one ordinary share purchase
warrant. Each whole warrant entitled the holder thereof to
acquire one ordinary share at a price of $0.80 per share until March 5, 2021. The securities issued in
connection with this private placement were converted into Common
Shares and warrants of Water Ways, respectively, in connection with
the QT with such conversion being completed on the same two to one
exchange ratio referenced above.
As a result of the QT and the Offering, Water Ways has
89,410,652 Common Shares issued and outstanding, with 84.3% held by
former IAT shareholders (of which 1.3% of the total is attributed
to the participants of the Concurrent Private Placement), 3.1% held
by shareholders of Water Ways who were shareholders prior to the QT
and 12.6% held by purchasers of the Units. In addition there are
11,219,141 common share purchase warrants issued and outstanding,
of which 5,636,250 are Warrants held by the participants in
Offering, and 5,582,891 are the warrants held by former IAT warrant
holders. In addition, there are 1,701,800 broker warrants
outstanding, of which 901,800 represents the Broker Warrants and
the balance represents the consideration compensation options
issued in connection with IAT's previous financings.
Pursuant to the terms of an escrow agreement among Water Ways,
TSX Trust Company and certain escrowed security holders, an
aggregate of 60,606,150 Common Shares, 145,872 warrants and 552,714
brokers options have been placed in escrow, which will be released
in tranches over the next 18 months, with the first release upon
issuance of the Exchange's Final Exchange Bulletin pursuant to the
Tier 1 issuer escrow requirements.
As a result of the closing of the QT, the directors and officers
of Water Ways are now:
Ohad Haber – Director and CEO
Meira Zada – CFO
Ronnie Jaegermann – Director
Yehuda Doron – Director
James Lanthier – Director
Adam Szweras – Director and
Corporate Secretary
Further details about the QT, the Offering and Water Ways are
available in the final prospectus of Water Ways dated December 27, 2018 filed in respect of the QT
which has been filed under Water Ways' profile on SEDAR at
www.sedar.com.
Fogler Rubinoff LLP acted as legal counsel to Water Ways,
Gowling WLG (Canada) LLP and Adv.
Yaniv Bresler (Israel) acted as legal counsel to IAT and
Burnet, Duckworth & Palmer LLP acted as legal counsel for
Leede.
Early Warning
Ohad Haber, an officer and
director of Water Ways, held 28,500,000 IAT ordinary shares. Upon
completion of the QT, Mr. Haber now beneficially owns and has
control over 57,000,000 Common Shares representing approximately
63.7% of the issued and outstanding Common Shares.
Immediately before the QT, Mr. Haber held, directly or
indirectly, beneficial ownership of, or the power to exercise
control or direction over, no Common Shares. Immediately after the
QT, Mr. Haber held, directly or indirectly, beneficial ownership
of, or the power to exercise control or direction over, 57,000,000
Common Shares, representing 63.7% of all of the issued and
outstanding common shares of Water Ways.
The Common Shares were acquired for investment purposes. Mr.
Haber may increase or reduce his investments in Water Ways
according to market conditions or other relevant factors.
The foregoing disclosure regarding Mr. Haber's holdings is being
disseminated pursuant to National Instrument 62-103 The Early
Warning System and Related Take-Over Bid and Insider Reporting
Issues. A copy of the report to be filed with Canadian securities
regulators in connection with the acquisition of these securities
can be obtained under Water Ways' profile on the SEDAR website
(www.SEDAR.com) or by contacting the Mr. Haber c/o Meira Zada, meira@irri-altal.com.
About Water Ways Technologies
Water Ways is the parent company of IAT which is an Israeli
based agriculture technology company that specializes in providing
water irrigation solutions to agricultural producers. IAT competes
in the global irrigation water systems market with a focus on
developing solutions with commercial applications in the micro and
precision irrigation segments of the overall market. At present,
IAT's main revenue streams are derived from the following business
units: (i) Projects Business Unit; and (ii) Component and Equipment
Sales Unit. IAT was founded in 2003 by Mr. Ohad Haber with a view of capitalizing on the
opportunities presented by micro and smart irrigation, while also
making a positive mark on society by making these technologies more
widely available, especially in developing markets such as
Africa and Latin America. IAT's past projects include
vineyards, water reservoirs, fish farms, fresh produce cooling
rooms and more, in over 15 countries.
Forward-Looking Statements
Certain statements contained in this press release constitute
"forward-looking information" as such term is defined in applicable
Canadian securities legislation. The words "may", "would", "could",
"should", "potential", "will", "seek", "intend", "plan",
"anticipate", "believe", "estimate", "expect" and similar
expressions as they relate to Water Ways, including receipt of the
Final Exchange Bulletin and the proposed listing date, are intended
to identify forward-looking information. All statements other than
statements of historical fact may be forward-looking information.
Such statements reflect Water Ways' current views and intentions
with respect to future events, and current information available to
Water Ways, and are subject to certain risks, uncertainties and
assumptions. Material factors or assumptions were applied in
providing forward-looking information, including: the Exchange is
satisfied with the final listing materials submitted by Water Ways
and issues its Final Exchange Bulletin and approves trading. Many
factors could cause the actual results, performance or achievements
that may be expressed or implied by such forward-looking
information to vary from those described herein should one or more
of these risks or uncertainties materialize. Should any factor
affect Water Ways in an unexpected manner, or should assumptions
underlying the forward-looking information prove incorrect, the
actual results or events may differ materially from the results or
events predicted. Any such forward-looking information is expressly
qualified in its entirety by this cautionary statement. Moreover,
Water Ways does not assume responsibility for the accuracy or
completeness of such forward-looking information. The
forward-looking information included in this press release is made
as of the date of this press release and Water Ways undertakes no
obligation to publicly update or revise any forward-looking
information, other than as required by applicable law. Water Ways'
results and forward-looking information and calculations may be
affected by fluctuations in exchange rates. All figures are in
Canadian dollars unless otherwise indicated.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
https://www.water-ways-technologies.com/
SOURCE Water Ways Technologies Inc.