Sagittarius Capital Corporation (NEX Board:SCX.H)
("
Sagittarius" or the "
Company"),
a capital pool company, is pleased to announce the first closing of
IRRI-Al-Tal Ltd.’s ("
IRRI-Al-Tal") previously
announced brokered private placement of units of IRRI-Al-Tal (the
"
IAT Units”) for gross proceeds
of CAD$1.4 million (the "
Offering") and the
amendment to the letter of intent ("
LOI") that
IRRI-Al-Tal and the Company entered into on December 28, 2017
(please see press release dated January 16, 2018).
Closing of Financing
It was originally anticipated that IRRI-Al-Tal
would raise up to CAD$600,000 ("Initial
Financing") at a price of $0.25 per IAT Unit, with each
IAT Unit being comprised of one common share in the capital of
IRRI-Al-Tal ("IAT Share") and one-half of one
common share purchase warrant ("IAT Warrant") with
each whole IAT Warrant being exercisable into one IAT Share at a
price of $0.33 per IAT Share.
As IRRI-Al-Tal began marketing of the Initial
Financing the demand far exceeded the initially targeted $600,000
and the Company restructured the Initial Financing to raise up to
$2,000,000 at a price of $0.35 per IAT Unit, with each IAT Unit
being comprised 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. IRRI-Al-Tal has closed the first tranche of
the Initial Financing for gross proceeds of approximately CAD $1.4
million by issuing 3,991,336 IAT Units. IRRI-Al-Tal intends to
complete a closing of the second tranche shortly. Foundation
Markets Inc., a Toronto-based investment banking firm registered as
an Exempt Market Dealer acted as the sole financing agent for the
Initial Financing. Yaniv Bresler Corporates Advisor
("YB") & Aloni Haft Investment Banking Ltd.
("AHI") acted as exclusive Israeli financial
advisors to IRRI-Al-Tal and will continue to work with
IRRI-Al-Tal's management as the company prepares to complete the
proposed qualifying transaction with Sagittarius. The participants
in the Initial Financing were investors from Canada and Israel.
Ohad Haber, CEO of IRRI-Al-Tal commented: "We're
very pleased with the strong reception of our financing by the
Canadian investor community and thank the subscribers for their
support. This is the first time IRRI-Al-Tal has sought outside
investment. IRRI-Al-Tal has been developing and refining its
business plan for over 14 years and we are excited to continue our
expansion in the emerging markets. This capital will be important
in helping us secure additional new projects in our key target
markets, which include East Asia, Central and South America, and
certain Balkan countries. We believe that IRRI-Al-Tal's strategy to
target small and medium size farmers, which have been overlooked by
larger players, serves an important mission of improving food
supply in emerging markets."
All securities issued in connection with the
Offering are subject to a hold period that will expire four-months
and one day after the issuer becomes a reporting issuer in any
province or territory of Canada or sooner if permitted by
applicable securities laws. In connection with the Offering and as
compensation for their services, the Company paid cash fees equal
to 8% of the proceeds raised in the Offering and issued 319,307
Finders' options (the "Finder Options"). Each
Finder Option is exercisable into one IAT Unit at a price of $0.35
per IAT Unit for a period of the lesser of five years from closing
or 24-month from the Company completing a public listing.
Amendment to the LOI
The Company is also pleased to announce that it
has signed an agreement to amend the LOI (the “LOI
Amendment“) to provide for the following:
- Amend the terms of the Initial Financing as outlined
above;
- Amend the terms of the financing to be completed concurrently
with the proposed qualifying transaction ("Concurrent
Financing") to increase the price of the units to be
offered to $0.60 with each unit being comprised of one IAT Share
and one half of one warrant with each whole warrant being
exercisable into one IAT Share at a price of $0.80 for a period of
24 months from closing. The size of the Concurrent Financing was
also changed such that the minimum gross proceeds would be
$3,000,000 and to the maximum gross proceeds would be
$5,000,000;
- Extend the exclusivity date between IRRI-Al-Tal and the Company
to December 31, 2018.
IRRI-Al-Tal continues to work with its advisors
to prepare and submit requisite documentation to complete the
proposed qualifying transaction with Sagittarius and will announce
new updates as it continues to move through the listing
process.
Prior to undertaking the Initial Financing
IRRI-Al-Tal had 32,221,961 IAT Shares issued and outstanding and no
other securities convertible into IAT Shares. After undertaking the
Initial Financing (assuming fully subscribed), but before
undertaking the Concurrent Financing it is expected that
IRRI-Al-Tal will have the following securities issued and
outstanding:
- 37,936,247 IAT Shares;
- 2,857,143 IAT Warrants; and
- 457,143 Finder Options.
IRRI-Al-Tal Management Team
Additions
IRRI-Al-Tal is also pleased to welcome Mr. Gadi
Levin to its team. It is intended that Mr. Levin will be an
addition to the finance department of the Company and will assist
with the completing of the Qualifying Transaction.
Mr. Levin, is currently serving as the Chief
Financial Officer of a number of public companies listed in Canada
and United States including Eco (Atlantic) Oil & Gas Ltd.
(TSX-V:EOG), Emerald Medical Applications Corp. (OTCQB:MRLA),
BriaCell Therapeutics Corp. (TSXV:BCT) and Vaxil Bio Ltd.
(TSXV:VXL). In the past, Mr. Levin has served in a number of
executive roles with Adira Energy Ltd., a company formerly listed
on the TSX Venture Exchange (the "Exchange") that
focused on oil and gas in Eastern Mediterranean, where he was
responsible for multiple key management functions, including
finance, treasury and accounting, investor relations, human
resources, information technology and general management. He
managed a budget in excess of US$75 million and played a key role
in raising capital in both public and private offerings. Mr. Levin
began his career in public accounting at Arthur Anderson and Ernst
& Young, where, among other clients, he worked with software
and biomedical companies. His experience spans multiple
jurisdictions including South Africa, England and Israel. Mr. Levin
is a CPA, holds a Bachelor of Commerce degree in Accounting and
Information Systems from the University of the Cape Town, South
Africa, a post graduate diploma in Accounting from the University
of South Africa and MBA from Bar Ilan University in Israel.
About IRRI-Al-Tal
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.
IRRI-Al-Tal has begun development of a
proprietary cloud-based solution named Precise Irrigation System
("PIS") – a data logging device and system that is
connected to basic elements of the irrigation system. The data
collected by the PIS is sent to a cloud server, where it is
compiled together with available exogenous data (weather,
geographic data, growing data etc.), analyzed using smart
algorithms and returned to the farmer with a simple set of
instructions/ recommendations regarding the real-time remote
operations of the irrigation system. IRRI-Al-Tal's development plan
is to include the PIS system as a default element in each new
IRRI-Al-Tal irrigation system or as an upgrade for existing systems
and ultimately create a valuable SaaS database for crops that use
IRRI-Al-Tal's technology and its customers around the world.
Since inception, IRRI-Al-Tal has been 100% owned
and funded by its CEO and founder Mr. Ohad Haber, who has over 30
years' experience in the agricultural industry. 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. These factors have been behind the
need for external capital in order to capitalize on these
opportunities. 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 416-760-2888brianp@unite.ca
For IRRI-Al-Tal
or YB & AHI: |
|
Yaniv
Bresler+972-54.3332304yaniv@ybresler.com |
Ronnie
Jaegermann+972-54-4202054Ronnie@AloniHaft.co.il |
For FMICAI or FMI: Alex Storcheus, SVP
Corporate Finance416-777-6165astorcheus@foundationmarkets.com
Forward-Looking Statements
Completion of the proposed qualifying
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 proposed qualifying 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 Alpaca disclaim any
intention or obligation to update or revise such information,
except as required by applicable law.
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