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TORONTO, Dec. 31, 2018 /CNW/ - Sagittarius Capital
Corporation (NEX Board: SCX.H) ("Sagittarius" or the
"Company"), a capital pool company pursuant to Policy 2.4 of
the TSX Venture Exchange ("TSX-V"), is pleased to announce
further to its press releases dated August
27, 2018 and June 27, 2018,
the TSX-V has granted conditional approval of the Qualifying
Transaction ("QT") with Irri-Al-Tal Ltd. ("IAT").
Immediately prior to completion of, and in connection with the QT,
Sagittarius intends to complete a public offering
("Offering") of units ("Units") the terms of which
are set out in the final prospectus ("Prospectus") dated
December 27, 2018 that was filed with
the securities commissions in each of British Columbia, Alberta and Ontario.
Ohad Haber, President, CEO and
Director of Irri-Al-Tal commented: "We are pleased to announce the
completion of the regulatory process for the QT. As we work to
close off fiscal 2018 we believe we are well positioned to continue
to achieve new milestones in the global irrigation industry with
Israeli irrigation technology. During 2018 we have completed a
number of important achievements, including welcoming new
investors, securing our first project in the legal cannabis space
and augmenting our team to secure new projects around the globe.
We've assembled a strong portfolio of growth initiatives for 2019,
including the new potential business opportunities in the cannabis
sector which we continue to aggressively target in order to create
shareholder value. We thank all stakeholders for their diligence
and support throughout this process and look forward to kicking off
formal marketing efforts for the public offering in January!"
Conditional Approval by the TSX-V
Pursuant to the securities exchange agreement ("SEA")
dated August 21, 2018, Sagittarius
will effectively acquire of all of the outstanding equity interests
of Irri-Al-Tal in a transaction in which the security holders of
Irri-Al-Tal will receive corresponding securities of Sagittarius
("Transaction"). Pursuant to the terms of the SEA, upon
completion of the QT and subject to the completion of certain
requirements including receiving final regulatory approvals, the
resulting issuer will be renamed Water Ways Technologies Inc. (the
"Resulting Issuer"). Upon completion of the Transaction and
obtaining final approvals from the TSX-V the Common Shares of the
Resulting Issuer will commence trading under the trading symbol:
WWT. The Transaction will constitute the Company's QT, as such term
is defined under the policies of the TSX-V.
Completion of listing on the TSX-V is subject to a number of
conditions including distribution of securities to a minimum number
of public securityholders and achieving the Minimum Offering (as
hereinafter defined).
Filing of Final Offering Prospectus
The Prospectus qualifies, among other things, the distribution
of Units at a price of $0.25 per Unit
of a minimum of 8,000,000 Units for gross proceeds of $2,000,000 ("Minimum Offering") and a
maximum up to 16,000,000 Units for gross proceeds of $4,000,000 ("Maximum Offering"). Each Unit
is comprised of one (1) common share in the capital of the Company
(a "Common Share") and one-half of one (1/2) common share
purchase warrant (each whole warrant a "Warrant"). Each
Warrant is exercisable into one (1) Common Share of the Company at
an exercise price of $0.40 per Common
Share for 24 months from the closing of the Offering, subject to
certain conditions.
The Offering is being made on a commercially reasonable efforts
agency basis by Leede Jones Gable Inc. ("Agent"). A copy of
the Prospectus is available on SEDAR at www.sedar.com.
If, following the Offering Closing Date (as defined below), the
closing price of the Common Shares on the Exchange is equal to or
greater than $0.75 for any 20
consecutive trading days, upon providing written notice to the
holders of the Unit Warrants, the Company may accelerate the Expiry
Date of the Unit Warrants to the date that is 30 days following the
date of such written notice (the "Acceleration Clause").
The Company has granted the Agent an option to offer up to an
additional 15% of the Units (2,400,000 additional Units for gross
proceeds up to $600,000), solely to
cover over-allotments, if any, exercisable in whole or in part, at
any time up to 48 hours prior to the closing of the Offering.
Concurrent Private Placement and Israeli Tax Authority
Ruling
Immediately prior to completion of the Transaction and the
Offering, Irri-Al-Tal intends to complete a private placement
("Concurrent Private Placement") of units (each
"Concurrent Units") at a price of $0.50 per Concurrent Unit for gross proceeds of
up to $2,000,000. Each Concurrent
Unit will be comprised of one (1) common share in the capital of
IAT (the "IAT Share") and one-half of one (1/2) common share
purchase warrant (each a "IAT Warrant"). Each IAT Warrant is
exercisable into one IAT Share of the Company at an exercise price
of $0.80 per IAT Share for 24 months
from the closing of the Concurrent Private Placement.
Irri-Al-Tal entered into a finder's fee agreement with
Foundation Markets Inc. ("FMI") to facilitate the Concurrent
Private Placement and has agreed to pay finder's fees equal to 8%
of the gross proceeds raised under the Concurrent Private Placement
and issue a number of finder's warrants ("Concurrent Finder's
Warrants") equal to 8% of the number of Concurrent Units issued
under the Concurrent Private Placement. Each Concurrent Finder's
Warrant will be exercisable into one IAT Share for a period of 24
months from the date of issuance at a price per IAT Share equal to
$0.50.
Securities issued in the Concurrent Private Placement will be
exchanged for corresponding securities of the Resulting Issuer as a
part of the Transaction on 2:1 basis. There is no minimum amount to
be raised under the Concurrent Private Placement.
In connection with the QT, IAT and its shareholders have been
granted an exemption ruling from the Israeli Tax Authority with
respect to withholding tax and share escrow obligations that would
otherwise apply to the current IAT shareholder in connection of the
Transaction. Further details of the tax ruling are set out in the
Prospectus.
About Irri-Al-Tal Ltd.
Irri-Al-Tal is an Israeli based agriculture technology company
that specializes in providing water irrigation solutions to
agricultural producers. Irri-Al-Tal 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,
Irri-Al-Tal's main revenue streams are derived from the following
business units: (i) Projects Business Unit; and (ii) Component and
Equipment Sales Unit. Irri-Al-Tal 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. Irri-Al-Tal's past
projects include vineyards, water reservoirs, fish farms, fresh
produce cooling rooms and more, in over 15 countries.
About Leede Jones Gable Inc.
Leede Jones Gable Inc. is a leading independent investment
dealer providing a full range of investment products and services
to clients all across Canada. As
an employee-owned firm, Leede Jones Gable Inc. has an
entrepreneurial spirit that is built upon a commitment to personal
service and professional excellence.
About Foundation Markets Inc.
Foundation Markets Inc. ("FMI") is a Toronto-based boutique investment bank and
corporate finance advisory firm licensed as an Exempt Market
Dealer. FMI is focused on working with small and medium-sized
companies with rapid growth potential, specializing in assisting
pre-public clients in accelerating access to private and public
capital, developing and implementing strategic plans, and executing
going-public transactions. FMI also works with public companies on
financing, mergers and acquisitions transactions, and strategic
advisory services.
Forward-Looking Statements
Completion of the QT is subject to a number of conditions,
including but not limited to, TSX Venture Exchange acceptance.
There can be no assurance that the QT will be completed as proposed
or at all.
Investors are cautioned that, except as disclosed in the
Prospectus prepared in connection with the Transaction, any
information released or received with respect to the Transaction
may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be
considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits
of the proposed Transaction and has neither approved nor
disapproved the contents of this press release.
This press release contains "forward-looking information", as
such term is defined in applicable Canadian securities legislation.
There can be no assurance that such information will prove to be
accurate or that management's expectations or estimates of future
developments, circumstances or results will materialize.
Accordingly, readers should not place undue reliance on
forward-looking information. The forward-looking information in
this press release is made as of the date of this press release,
and each of Sagittarius and Irri-Al-Tal disclaim any intention or
obligation to update or revise such information, except as required
by applicable law.
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.
SOURCE Sagittarius Capital Corporation