Water Ways Technologies announces intention to acquire majority interest in Hidrotop

TORONTO — Water Ways Technologies Inc., a global provider of agriculture technology, providing water irrigation solutions to agricultural producers announces that further to its recent announcement dated June 9, 2022, that its board of directors has approved the execution of a definitive agreement for the acquisition of 51% of the shares of the Chilean smart irrigation provider, Desarrollo de Sistemas Hidraulicos S.A. (Hidrotop). The SPA provides that closing of the Acquisition is subject to the completion of certain customary conditions precedent as are customary for transactions of this nature including the approval of the TSX Venture Exchange.

In consideration for the Shares, Water Ways will pay an aggregate acquisition price of USD$3,500,000, upon closing of the Acquisition (the Closing) consisting of: (i) a one-time cash payment equal to USD$2,000,000; and (ii) the issuance of 5,686,364 common shares in the capital of Water Ways (the Subject Shares) at a deemed price per Subject Share of CDN$0.33, subject to a standard four month and one day hold period from Closing (the Hold Period). In addition to the Hold Period the Subject Shares will be subject to an escrow agreement governing their release in accordance with the following timeline: 25% of the Subject Shares will be released at the end of the Hold Period and further releases, each of a Release Amount, to be released upon the dates which are 6, 9 and 12 months, respectively, from the Closing.

“We are very pleased to complete this Acquisition and welcome everyone at Hidrotop to the Water Ways family”, said Mr. Ohad Haber, Chairman and CEO of Water Ways Technologies. “We have worked with Hidrotop for 15 years as our largest client in Chile. The addition of Hidrotop expands the scope and reach of our smart irrigation projects business to South America and is in-line with the strategic direction we’ve communicated. We believe there is material upside potential for revenue and profitability through capacity expansion, supply chain improvements and cost synergies.”

Hidrotop is a Hydraulic engineering company with a regional presence in the agricultural and mining industries in Chile and Argentina.