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Water Ways Technologies Inc
Symbol C : WWT
Shares Issued 89,410,652
Recent Sedar Documents

Sagittarius Capital QT, name change to Water Ways

2019-03-15 17:58 ET - New Listing

See Change Name, Roll Back Shares (C-SCX) Sagittarius Capital Corp

The TSX Venture Exchange has accepted for filing Sagittarius Capital Corp.'s qualifying transaction described in its prospectus dated Dec. 27, 2018. As a result, at the opening on Tuesday, March 19,2019, the company will no longer be considered a capital pool company. The qualifying transaction includes the following.

The company acquired all the issued and outstanding shares of Irri-Al-Tal Ltd. (IAT), by way of share exchange completed pursuant to a share exchange agreement between the company and IAT, and issued 75,338,152 postconsolidated common shares in the capital of the company to the securityholders of IAT, including those exchanged following the completion of the financing but not including those issued pursuant to the prospectus offering. Under the transaction, all shareholders of IAT exchanged their common shares of IAT for postconsolidated common shares of the company on a 1:2 basis and the convertible securities of IAT remained convertible under their terms for like securities of the company in lieu of IAT securities also on a 1:2 basis.

The company changed its name from Sagittarius Capital to Water Ways Technologies Inc. Pursuant to the transaction, all securityholders of IAT exchanged their common shares in the capital of IAT at an exchange ratio of two resulting issuer shares for every one IAT share held.

As a result of the transaction, an aggregate of 60,605,215 resulting issuer shares are escrowed pursuant to an exchange Tier 1 value escrow agreement. In addition, 334,129 resulting issuer shares remain subject to the capital pool company (CPC) escrow agreement (as defined in the prospectus).

The resulting issuer is classified as a Tier 1 issuer, water supply and irrigation systems (NAICS No. 221310).

For further information, please refer to the prospectus, which is available on SEDAR.

Further to the exchange's bulletin dated Sept. 2, 2010, trading in the resulting issuer shares will resume at the opening on Tuesday, March 19, 2019.

Effective at the opening on Tuesday, March 19, 2019, the trading symbol for the company will change from SCX.H to WWT.

The TSX Venture Exchange has been advised that closing occurred on March 6, 2019, for gross proceeds of $2,818,125.

Agents:  Leede Jones Gable Inc.

Offering:  11,272,500 units (Each unit consists of one share and one-half of one common share purchase warrant.)

Unit price:  25 cents per unit

Warrant exercise price/term:  40 cents per share to March 6, 2021

Agents' warrants:  901,800 non-transferable warrants, each exercisable to purchase one share at 25 cents per share to March 6, 2021

The exchange has accepted for filing documentation with respect to a non-brokered private placement announced on June 27, 2018, and completed immediately prior to closing the transaction. The financing was comprised of IAT units sold at a price of 50 cents per IAT unit, which were then exchange for shares and warrants of Water Ways on the completion of the transaction as described above.

Resulting issuer shares:  1,165,782

Unit price:  25 cents per IAT share

Resulting issuer warrants:  582,891

Warrant exercise and term:  40 cents per whole warrant to March 6, 2021

Number of placees:  six placees

Insider/pro group participation:  not applicable

No commission or broker warrants were paid/issued in connection with the non-brokered private placement.

The company has confirmed the closing of the financing via a press release dated March 7, 2019.

For further information, please refer to the prospectus, which is available on SEDAR.

At the annual and special meeting of shareholders on Aug. 15, 2018, shareholders approved a special resolution approving the company's capital consolidation on a one-new-for-1.4964285-old basis and a special resolution approving the company's name change. Pursuant to the transaction, the name of the company has been changed from Sagittarius Capital to Water Ways Technologies.

Effective at the opening on Tuesday, March 19,2019, the shares of Water Ways Technologies will commence trading on the exchange and the shares of Sagitarius Capital will be delisted.

The company has met the requirements to be listed as a TSX Venture Exchange Tier 1 company. Therefore, effective on Tuesday, March 19,2019, the company's listing will transfer from the NEX to the TSX Venture Exchange, the company's tier classification will change from the NEX to Tier 1, and the filing and service office will change from the NEX to Toronto.

Capitalization:  unlimited number of common shares with no par value, of which 89,410,652 shares are issued and outstanding

Escrow:  60,605,215 common shares

Transfer agent:  Computershare Trust Company of Canada

Trading symbol:  WWT (new)

Cusip No.:  941188104 (new)

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