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TORONTO, Jan. 01, 2024 (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 is pleased to announce the voting results from its Annual General and Special Meeting of Shareholders (the "Meeting") held on Friday, December 29, 2023. The total number of shares represented by shareholders present in person and by proxy at the Meeting was 62,967,155, representing 42.32% of WWT's issued and outstanding common shares.
All of the matters put forward before shareholders for consideration and approval, as set out in the Company's Management Information Circular dated November 25, 2023 (the "Circular"), were approved by the requisite majority of votes cast at the Meeting, including the approval of the Company's rolling stock option plan (the "Plan"). The Plan approved by shareholders was attached as Schedule "A" to the Circular and contained the following material amendments:
The Plan provides for the following updated definitions:
"Consultant" means an individual (other than a director, officer or employee of the Company or of any of its subsidiaries) or company that: (a) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Company or to any of its subsidiaries, other than services provided in relation to a distribution of securities; (b) provides the services under a written contract between the Company or any of its subsidiaries and the individual or the company, as the case may be; and (c) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or of any of its subsidiaries;
"Insider" means a director or an officer of the Company, (b) a director or an officer of a company that is itself an Insider or a subsidiary of the Company; (c) a company or an individual ("Person") that has (i) beneficial ownership of, or control or direction over, directly or indirectly, or (ii) a combination of beneficial ownership of, and control or direction over, directly or indirectly, securities of the Company carrying more than 10% of the voting rights attached to all the Company's outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the Person as underwriter in the course of a distribution; or (d) the Company if it has purchased, redeemed or otherwise acquired a security of its own issue, for so long as it continues to hold that security;
"Investor Relation Activities" means any activities, by or on behalf of the Company or a Shareholder, that promote or reasonably could be expected to promote the purchase or sale of securities of the Company, but does not include (a) the dissemination of information provided, or records prepared, in the ordinary course of business of the Company: (i) to promote the sale of products or services of the Company, or (ii) to raise public awareness of the Company, that cannot reasonably be considered to promote the purchase or sale of securities of the Company; (b) activities or communications necessary to comply with the requirements of: (i) applicable securities laws;
(ii) TSX Venture Exchange ("TSXV" or the "Exchange") requirements or the by-laws, rules or other regulatory instruments of any other self regulatory body or exchange having jurisdiction over the Company; (c) communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if: (i) the communication is only through the newspaper, magazine or publication, and (ii) the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer; or (d) activities or communications that may be otherwise specified by the Exchange.
"Security Based Compensation Plan" means any other compensation or incentive mechanism involving the issuance or potential issuance of securities of the Company from treasury to a Participant;
"Trading Day" means a day when trading occurs through the facilities of the Exchange; and
"VWAP" means the volume weighted average trading price of the Common Shares on the Exchange calculated by dividing the total value by the total volume of such securities traded for the five Trading Days immediately preceding the exercise of the subject Option."
Additionally, the Plan has been amended to provide that:
| "(a) | The maximum number of Common Shares which may be issued to: | |||
| (i) | any Consultant in any twelve (12) month period under the Stock Option Plan may be no more than two percent (2%) of the number of Common Shares outstanding, on a non-diluted basis, at the time of grant, as confirmed by the transfer agent and registrar for the Common Shares (the "Outstanding Shares") of the Corporation; and | |||
| (ii) | all Participants conducting Investor Relations Activities for the Corporation in any twelve (12) month period may be, in aggregate, no more than two percent (2%) of the Outstanding Shares of the Corporation, | |||
| less the aggregate number of shares reserved for issuance or issuable under any other Security Based Compensation Plan of the Corporation. | ||||
| (b) | Unless the Corporation has received the requisite the approval of disinterested shareholders of the Corporation voting at a duly called and held meeting of such shareholders; | |||
| (i) | the maximum number of Common Shares which may be issued to any individual in any twelve (12) month period under the Stock Option Plan may be no more than five percent (5%) of the Outstanding Shares of the Corporation, less the aggregate number of shares reserved for issuance or issuable under any other Security Based Compensation Plan of the Corporation; | |||
| (ii) | the aggregate number of Common Shares reserved for issuance to Insiders (as a group) under the Plan and any other Security Based Compensation may be no more than ten percent (10%) of the Outstanding Shares of the Corporation at any point in time, and | |||
| (iii) | the aggregate number of Common Shares for issuance to Insiders (as a group) in any twelve (12) month period under the Plan and any other Security Based Compensation may be no more than ten percent (10%) of the Outstanding Shares of the Corporation calculated as at the date of grant or issued to any Insider. | |||
| (c) | Options, but excluding options held by a Participant engaged in Investor Relations Activities, may be exercised without the Participant making any cash payment so the Corporation does not receive any cash from the exercise of the subject Options, and instead the Participant receives only the number of underlying Shares that is the equal to the quotient obtained by dividing: | |||
| i. | the product of the number of options being exercised multiplied by the difference between the VWAP of the he exercise price of the subject options; by | |||
| ii. | the VWAP of the underlying Common Shares." | |||
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, Blueberries, Medical Cannabis, fresh produce cooling rooms and more, in over 15 countries.
For more information, please contact
Ronnie Jaegermann
Director
T: +972-54-4202054
E: ronnie@waterwt.com
https://www.water-ways-technologies.com/
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 Statements
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. All figures are in Canadian dollars unless otherwise indicated
