Water Ways Announces Intention to Issue Shares to an Executive
November 13 2023 - 7:38AM
Water Ways Technologies Inc. (TSXV: WWT) (FRA: WWT) ("
Water
Ways" or the "
Company"), a global
provider of Israeli-based agriculture technology, providing water
irrigation solutions to agricultural producers, announces that the
Company wishes to provide an update regarding its Chinese
subsidiary IRRI - ALTAL (Shanghai) Agriculture Technology Co.,
Limited "
Irri Shanghai").
On October 2, 2020, the Company
entered into an agreement (the
"Agreement") for the formation of Irri Shanghai.
Pursuant to the Agreement the parties agreed that in
consideration for 50% of Irri Shanghai (the "Chinese
Shares"), the Company would issue, at the discretion of
the Company’s board of directors (the “Board”) at
some time in the future, post October 2, 2020, to its Chinese
partner in Irri Shanghai (the "Vendor"), common
shares in the capital of the Company ("Common
Shares") equal to US$700,000 (the "Aggregate
Consideration") at a price per Common Share of CAD$0.25,
equaling a total 3,594,360 Common Shares (the "Subject
Shares"). The Company reported the obligation to issue the
Subject Shares as a contingent liability on its financial
statements. The Company now wishes to advise that the Board has
determined to issue the Subject Shares.
Post the Agreement, the Vendor became an officer
of Irri Shanghai and therefore the Vendor is deemed an “Insider”
(as such term is defined by the TSX Venture Exchange (the
"TSXV"). The TSXV has provided approval to the
issuance of the Subject Shares (the “Issuance”)
conditional on receipt of requisite shareholder approval at the
next shareholders meeting of the Company (which will be held on
December 29, 2023).
Pursuant to Multilateral Instrument 61-101
“Protection of Minority Security Holders in Special Transactions
"MI 61-101"), the Issuance constitutes a " related
party transaction" due to the fact that the Vendor is an officer of
Irri Shanghai. The Company is relying on Section 5.5(a) of MI
61-101 for an exemption from the formal valuation requirement and
Section 5.7(1)(a) of MI 61-101 for an exemption from the minority
shareholder approval requirement of MI 61-101 as the fair market
value of the Issuance does not exceed 25% of the Company' s market
capitalization.
About Water Ways
TechnologiesWater Ways Technologies Inc., through its
subsidiaries, is a global provider of Israeli-based agriculture
technology, providing water irrigation solutions to agricultural
producers. Water Ways Technologies 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, Water Ways
Technologies' main revenue streams are derived from the following
business units: (i) Projects Business Unit; and (ii) Component and
Equipment Sales Unit. Water Ways Technologies is 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 and developed markets such as China and
Canada. Water Ways Technologies irrigation projects include
vineyards, Cotton fields, Apple and Orange orchards, Blueberry,
Medical Cannabis growers, fresh produce cooling rooms and more, in
over fifteen countries.
For more information, please contact
Ronnie
Jaegermann |
Dor Sneh |
Dr. Eva
Reuter |
Director |
CFO |
Investor Relations - Germany |
T: +972-54-4202054 |
T: +972-54-6512500 |
+49 69 1532 5857 |
E: ronnie@waterwt.com |
E: dor@irri-altal.com |
E: e.reuter@dr-reuter.eu |
https://www.water-ways-technologies.com/
https://www.hg-wwt.com/
Twitter: @WaterWaysTechn1
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.
Forward-Looking
StatementsCertain 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. 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. 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 and its own share prices. All figures are in
Canadian dollars unless otherwise indicated.
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