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TORONTO, Nov. 13, 2023 (GLOBE NEWSWIRE) — 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 Technologies
Water 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.
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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.
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. 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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