Sagittarius Capital Engages Leede Jones Gable, Amends Letter of Intent with Irri-Al-Tal and Announces Closing of Irri-Al-Tal's $1.75M Private Placement
TORONTO, June 27, 2018 (GLOBE NEWSWIRE) -- Sagittarius Capital Corporation (NEX Board:SCX.H) ("Sagittarius" or the "Company"), a capital pool company, is pleased to provide a shareholder update regarding its proposed transaction with Irri-Al-Tal ("Irri-Al-Tal" or "IAT").
Amended and Restated LOI with Irri-Al-Tal
The Company is pleased to announce that it has entered into amended and restated letter of intent ("LOI") with Irri-Al-Tal, which supersedes the terms of the letter of intent entered into on December 28, 2017, as amended on April 24, 2018, the terms of which have been announced in the press releases dated January 16, 2018 and April 26, 2018, respectively.
The terms of the LOI provide that Sagittarius will acquire all issued and outstanding shares of Irri-Al-Tal by way of share exchange ("Share Exchange") issuing two (2) post-consolidation shares in the capital of Sagittarius ("Company Share") for each ordinary share in the Irri-Al-Tal issued and outstanding ("IAT Share"). According to the terms of the original LOI, the exchange ratio was increased from one post-consolidation Company Share for each IAT Share to two post-consolidation Company Shares for each IAT Shares issued and outstanding ("Exchange Ratio"). The aforementioned consolidation is anticipated to be on a 1.4964 to 1 basis and will be subject to shareholder approval.
Prior to completing the Share Exchange, Irri-Al-Tal intends to complete an additional private placement ("Concurrent Private Placement") of units ("IAT Units") at a price of $0.50 per IAT Unit for gross proceeds of up to $2,000,000. Each IAT Unit will be comprised of one IAT Share and one half of one (1/2) IAT Share purchase warrant, each exercisable into IAT Shares at a price of $0.70 for a period of 24 months from the date of issuance. Irri-Al-Tal will also pay a finder's fee equal to 8% of the gross proceeds raised under the Concurrent Private Placement and issue compensation options ("PP Comp Options") equal to 8% of the IAT Units issued to qualified finders under the applicable securities legislation. Each PP Comp Option will be exercisable into IAT Units at a price of $0.50 per IAT Unit for a period of 24 months from issuance. IAT Units and PP Comp Options will be exchanged for corresponding securities of Sagittarius in accordance with the Exchange Ratio, with the exercise prices adjusted accordingly to reflect the Exchange Ratio.
Closing of The Initial Financing of $1.75M
The Company also wishes to announce that Irri-Al-Tal has closed an initial private placement ("Initial Financing"). It was originally anticipated that Irri-Al-Tal would raise up to CAD$600,000 at a price of $0.25 per unit in the Initial Financing, however as marketing of the Initial Financing commenced the demand far exceeded the initial target and the Company restructured the Initial Financing and subsequently closed on CAD $1,750,000 at a price of $0.35 per unit. Each unit issued in the Initial Financing consists of one IAT Share and one-half of one IAT Warrant with each IAT Warrant being exercisable into one IAT Share at a price equal to the lower of (i) $0.55 and (ii) the price per security at which securities are issued in any financing completed in connection with a qualifying transaction or other liquidity event for the Company.
The Company wishes to note that the securities issued in the Initial Financing will be exchanged for corresponding securities of Sagittarius in accordance with the Exchange Ratio, with the exercise prices adjusted accordingly.
Engagement of Leede Jones Gable for the Concurrent Financing
The Company is pleased to announce that it has entered into engagement letter with Leede Jones Gable ("Agent") to act as a lead agent for an offering ("Concurrent Financing") of securities of the Company to be completed concurrently with the proposed qualifying transaction ("QT") with Irri-Al-Tal. Leede Jones Gable is one of Canada’s leading independent investment dealers providing a full range of investment products and services with offices across Canada.
It is intended the Concurrent Financing will be conducted as a public offering of units of Sagittarius ("Units") via a prospectus. The Company intends to issue up to 16,000,000 Units at a price of $0.25 per Unit for maximum gross proceeds of $4,000,000 ("Maximum Offering") and a minimum of 8,000,000 Units for the minimum gross proceeds of $2,000,000 ("Minimum Offering"). The Company will also grant the Agent an overallotment option to sell additional Units equal to 25% of the Maximum Offering. Each Unit will be comprised of one Company Share and ½ of one Company Share purchase warrant ("QT Warrant"). Each QT Warrant will allow the holder to purchase one Company Share at a price of $0.35 per Company Share for a period of 24 months from the date of issuance. The Company also agreed to pay the Agent a cash fee equal to 8% of the gross proceeds of the funds raised under the Concurrent Financing and issue compensation options ("Compensation Options") equal to 8% of the Units sold under the Concurrent Financing. The Compensation Options will be exercisable into Units at a price of $0.25 per Unit for a period of 24 months from the date of issuance.
Ohad Haber, CEO of Irri-Al-Tal commented: "We're extremely pleased with the reception that Irri-Al-Tal story has received from the Canadian investor community. We are excited to showcase our accomplishments and expertise that we have built over the last 14 years. As we embark on this new stage of its expansion access to capital will be an important engine of growth. We continue to accelerate our footprint in key markets, including China, Peru, Guatemala, Nigeria and Ethiopia, and are beginning to penetrate the global legal cannabis industry, which has a compelling growth potential."
Victor Taboika Executive VP and Director of Leede Jones Gable commented: "We're excited to be a part of Irri-Al-Tal story as the company begins to embark on its new phase of growth. Israeli agriculture technologies and services sector has gained attention of large players in the recent years and continues to lead the global innovation in precision and micro irrigation sectors."
It is anticipated that the Company will hold an annual and special meeting of shareholders to approve certain matters in connection with the proposed QT near the end of August. The Company will provide further updates regarding the QT as developments warrant.
Irri-al-Tal is an Israeli Irrigation and agriculture technology company and a global provider of smart Irrigation and water systems solutions for agricultural producers. Irri-Al-Tal was established in 2004 and employs 15 people worldwide. Irri-Al-Tal develops, manufactures and delivers innovative solutions to agricultural growers which include: end-to-end solutions from the water source to the root zone; turnkey high-tech Irrigation and greenhouse projects, supported by engineering and project management, in partnership with globally leading ag tech and integration companies. Irri-Al-Tal's past projects include vineyards, water reservoirs, fish farms, sorghum silos, fresh produce cooling rooms and more, in over 15 countries. Rapidly growing population and increasing scarcity of arable land that is suitable for agricultural use are the key drivers for the smart irrigation market (especially in the emerging markets), have been driving demand for Irri-al-Tal's product and service offerings. A vast segment of the market that is comprised of smaller scale projects in developing nations have remained under the radar of the large irrigation technology companies. For more information regarding Irri-al-Tal please visit http://www.irri-altal.com/.
For more information, please contact
For Sagittarius Capital Corporation:
Brian L. Presement, CEO
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be 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 Inc. 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.
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