1
ASX and MEDIA RELEASE
03 May 2022
Annual Financial Report (Combined)
Roots Sustainable Agricultural Technologies Limited (ASX: ROO, “Roots” or “the Company”) advises that the
attached report is a combined copy of the full audited Financial Report lodged with ASX on 31 March 2022 and
Directors Report and Additional ASX Information contained in the Preliminary Financial Report lodged with
ASX on 28 February 2022. There have been no changes to the final audited Annual Financial Report and this
has been re-lodged with ASX for completeness.
About Roots Sustainable Agricultural Technologies Ltd:
Israeli-based, Roots Sustainable Agricultural Technologies Ltd. is developing and commercialising disruptive, modular,
cutting-edge technologies to address critical problems faced by agriculture today, including management of plant's
root zone temperatures and the shortage of water for irrigation.
Roots has developed proprietary know-how and patents to optimise performance, lower installation costs, and reduce
energy consumption to bring maximum benefit to farmers through their two-in-one root zone heating and cooling
technology and off the grid irrigation by condensation technology.
Roots is a graduate company of the Office of the Israeli Chief Scientist Technological Incubator program.
More information www.Rootssat.com
Corporate Enquiries:
EverBlu Capital
E: info@everblucapital.com
P: +61 2 8249 0000
Released through: Henry Jordan, Six Degrees Investor Relations, +61 (0) 431 271 538
This announcement was authorised by the Board of Directors of Roots Sustainable Agricultural Technologies Limited.
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Roots Sustainable Agricultural Technologies Ltd
Appendix 4E
Financial Report
1. Company details
Name of entity:
Roots Sustainable Agricultural Technologies Ltd
ARBN:
619 754 540
Reporting period:
For the year ended 31 December 2021
Previous period:
For the year ended 31 December 2020
2. Results for announcement to the market
31-Dec-21
31-Dec-20
US$’000
US$’000
Revenues from ordinary activities
UP
75%
187
107
Loss from ordinary activities after tax attributable to the owners of Roots
Sustainable Agricultural Technologies Ltd
down
28%
2,319
3,202
Loss for the year attributable to the owners of Roots Sustainable
Agricultural Technologies Ltd
down
28%
2,319
3,202
Dividends
Amount per
security
Franked
amount per
security
Cents
Cents
Not applicable.
Additional Appendix 4E disclosure requirements can be found in the notes to the Roots Sustainable Agricultural Technologies
Ltd’s financial statements.
3. Net tangible assets
Reporting
period
Previous
period
U.S. dollars
U.S. dollars
Net tangible assets per ordinary security
0.000104
0.000453
4. Control gained over entities
Not applicable.
5. Loss of control over entities
Not applicable.
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Roots Sustainable Agricultural Technologies Ltd
Appendix 4E
Financial Report
6. Details of associates and joint venture entities
Reporting entity's
percentage holding
Contribution to profit/(loss)
Reporting
period
Previous
period
Reporting
period
Previous
period
Name of associate / joint venture
%
%
$'000
$'000
Not applicable.
7. Audit qualification or review
n/a
8. Attachments
The Audited Financial Report of Roots Sustainable Agricultural Technologies Ltd for the year ended 31 December 2021 is
attached.
9. Signed
Signed
Date: 31 March 2022
Boaz Wachtel
Executive Chairman
Beit Halevi
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Roots Sustainable Agricultural Technologies Ltd
ARBN 619 754 540
Financial Report – 31 December 2021
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Roots Sustainable Agricultural Technologies Ltd
Corporate Directory
31 December 2021
1 | P a g e
Directors
Boaz Wachtel (Executive Chairman and CEO)
Sharon Devir (Executive Director)
Adam Blumenthal (Non-Executive Director)
Graeme Smith (Non-Executive Director)
Dafna Shalev-Flamm (Non-Executive Director)
James Ellingford (Non-Executive Director)
Peter Hatfull (Non-Executive Director) (appointed 23 July 2020)
Company secretary
Sarah Smith
Registered office
C/- Mirador Corporate Pty Ltd
Suite 2, 1 Altona Street
West Perth WA 6005
Telephone: +61 8 6559 1792
Principal place of business
Hamezach 1 Str.
Kefar Vitkin Israel
Share registry
Automic Share Registry
Level 2, 267 St Georges Terrace
Perth WA 6000
Telephone: 1300 288 664
Auditor
BDO - Tel Aviv
Amot Bituach House Bldg.
B 48 Derech Menachem Begin Rd
Tel Aviv Israel
Solicitors
Australian Legal Advisor
Steinepreis Paganin
Level 4, The Read Buildings
16 Milligan Street
Perth WA 6000
Israeli Legal Advisor
GKH Law Offices
One Azrieli Center
Round Building
Menachem Begin St.
Tel Aviv 6701101 Israel
Bankers
Bank Hapoalim Ltd.
Branch 407
Hatidhar St. 16
Raanana IA 43100 Israel
Westpac Banking Corporation
Level 4, Brookfield Place, Tower Two
123 St Georges Terrace
Perth WA 6000
ASX Code (Shares)
ROO
Website
www.rootssat.com
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Directors' Report
31 December 2021
2 | P a g e
The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as
the 'consolidated entity') consisting of Roots Sustainable Agricultural Technologies Ltd (referred to hereafter as the
'Company', ‘Roots’ or 'parent entity') and the entities it controlled at the end of, or during, the year ended 31 December 2021.
Directors
The following persons were directors of Roots Sustainable Agricultural Technologies Ltd during the whole of the financial
year and up to the date of this report, unless otherwise stated:
Sharon Devir (appointed on 19 April 2009)
Boaz Wachtel (appointed on 19 April 2009)
Adam Blumenthal (appointed on 9 November 2017)
Graeme Smith (appointed on 9 November 2017)
Dafna Shalev-Flamm (appointed 29 May 2018)
James Ellingford (appointed 24 February 2020)
Peter Hatfull (appointed 23 July 2020)
Principal activities
The principal activity of the Group during the year was the sale of root zone heating and cooling systems to greenhouse
farmers and the development of irrigation systems with combined fertilization and heating/cooling roots zone management.
Review of Operations
New sale contract secured at Puerto Rican Cannabis farm:
Roots secured a new sales contract for its proprietary Root Zone Temperature Optimisation (RZTO) technology valued at
A$51,700 with Caribbean CBD Farm Inc., marking the Company’s expansion into Puerto Rico. The contract consists of over
2,000 units, which will be inserted into pots located at the farm. The technology will deploy a heat pump, circulation pump
and electronic panel to heat and cool the roots resulting in a greater yield. Mobile and PC applications developed by the
Company will also equip farm staff with sensors, providing them real time feedback on the temperatures and functionality
readings of the system.
Since the legalisation of medicinal cannabis in Puerto Rico in 2015, there has been a growing increase in patients utilising it
for treatment. The territory now has 31 licenced cannabis producers, providing a large
addressable market opportunity for the Company to continue to undertake business development initiatives to drive growth
throughout Puerto Rico.
New small-scale RZTO system launched:
Following extensive R&D and product development initiatives, the Company launched a new, small-scale RZTO system to
target additional market segments including home gardeners and non-commercial growers. The new offering is designed to
assist home gardeners and others to cultivate food and other ornamentals under local weather conditions, delivering greater
food security and superior cultivation quality.
The small-scale system utilises the same design and intellectual property (“IP”) as the Company’s existing, proprietary RZTO
technology. It has an easy to operate electric heat exchange pump and can be used with up to 30 heat exchange probes for
insertion into pots, grow bags or directly into soil.
It is designed to provide greater food security to gardeners and growers. By maintaining optimal root zone temperature year-
round, it allows food and ornamentals to be grown through periods of extreme hot or cold weather. This provides for food
production to take place locally, without the use of harmful pesticides and long-distance freighting. It also reduces greenhouse
emissions and establishes a lower carbon footprint in communities.
New mid-size RZTO system offering:
The Company continued its product development with the launch of an additional new mid-size system, called the ‘Super
Mini’. The system also utilises the Company’s proprietary RTZO technology, which optimises plant physiology for increased
growth, productivity and quality by stabilising a plant’s root zone temperature year around.
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Directors' Report
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The ‘Super Mini’ system is designed for use in commercial growing operations providing growers with the ability to learn and
adopt the technology to specific crops, varieties and growing conditions. As a ‘plug and play’ system it will reduce barriers to
entry and enhance uptake, as well as allow potential distributors and dealers with the ability to test the systems advantages
over the short term.
Both systems are available to buy outright or on a lease basis. Each solution can be installed by the end customer, without
the need for a technician and highlights the Company’s adaptive marketing approach towards COVID-19 restrictions. Roots
is confident that the ‘plug and play’ system will reduce barriers to entry and enhance uptake.
The product launches allow Roots to offer its innovative technology in three varying sizes and target a larger segment of the
addressable market. Roots is confident that the new product introductions will allow it to increase market share in the world’s
gardening market and the global nursery pots and planters market, which are both expected to see significant growth.
Notice of Allowance for US design patent:
The Company significantly strengthened its intellectual property portfolio during the year, receiving Notice of Allowance from
the United States Patent and Trademark Office (‘USPTO’) for the Company’s Heat Exchange Probe technology (‘HEP’).
The Notice of Allowance follows a stringent approval process and is the last major step in the patent application process,
highlighting that an application meets all the necessary requirements for a patent to be issued. Representing a large and
important market for the Company, Roots now possesses significant IP protection in several key markets including the US,
Australia, China, the European Union, Turkey, Israel, United Kingdom and India.
LOI secured with established European agricultural project specialist:
Roots secured a non-binding, exclusive Letter of Intent with Serbian agriculture project developer Avital d.o.o. (‘Avital’) to
market, sell and distribute the Company’s HEP and RZTO technology in the Balkans.
Avital specialises in the initiation, integration and execution of agricultural projects by utilising their deep technological
experience and a highly qualified team. Targeting the Balkan region where they boast a strong established presence, Roots
will receive licensing fees for each complete system sold by Avital at a fixed percent out of the end user price.
As part of the agreement, Roots will provide an initial installation of RZTO technology at the Ivan Leposavic (Blueberry nights)
farm, deploying >400 heat exchange stubs into Blueberry growing pots to accelerate growth rate and protect the crops from
extreme heat and cold weather events. Success in the initial project will leave Roots well placed to expedite uptake in the
region and establish a strong relationship with Avital.
Expansion into Africa through LOI with Cherry Irrigation SA:
Roots continued its international expansion with an additional LOI signed with irrigation system specialist Cherry Irrigation
SA (‘Cherry Irrigation’). Roots will provide exclusive marketing, sales and installation rights to Cherry Irrigation for South
Africa and Namibia for a commitment period of three years conditioned on an average sale of no less than €1.0m (~A$1.55m).
Upon the sale and installation of each system, Cherry Irrigation will pay Roots a royalty at a rate to be agreed upon in the
definitive agreement, anticipated in early CY22.
Both parties have agreed upon as initial purchase order of four small scale RTZO systems, which will be used as pilot
installations. Roots is confident that this agreement coupled with the effectiveness of the RZTO technology will act as a
catalyst for broader product uptake across the Southern African region.
The agreement marks an important milestone for Roots, with the continued international expansion and first entry into the
African market. Southern Africa boasts several lucrative market verticals such as blueberry production and cannabis
cultivation, which present large market opportunities for the Company.
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Directors' Report
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Corporate overview
Placement to advance growth initiatives:
Roots secured firm commitments from sophisticated and professional investors to raise A$1m (before costs), by way of a
placement of 160,256,410 CDIs. The CDIs will be issued at A$0.00624 and will rank equally with existing CDIs on issue.
Investors received one attaching option for every four Placement CDIs subscribed for and issued. The options will have a
strike price of $0.02 and an expiry date of 30 September 2023. Subject to receipt of shareholder approval, investors will also
receive three attaching options for every four placement CDIs subscribed for and issued, with a strike price of $0.0125 and
an expiry date of 12 months from the date of issue.
EverBlu Capital Pty Ltd (‘Everblu Capital’) acted as lead manager to the Placement receiving a 6% cash fee for the total
funds raised. In addition, and subject to receipt of shareholder approval, Everblu Capital will receive up to one option for
every one share issued under the Placement (being up to a total of 160,256,410 options). The Broker Options will be issued
on the same terms and conditions as the free attaching options issued under the Placement.
Funds from the Placement will be used to further progress the commercialisation of the Company’s RZTO systems,
broadening its growing international footprint, progress system installation and undertake additional marketing and business
development initiatives to drive sales growth.
Dividends
There were no dividends paid or recommended during the financial year ended 31 December 2021 (2020: Nil).
Significant changes in the state of affairs
During the financial year, there were no significant changes in the state of affairs of the Group other than that referred to in
the financial statements or notes thereto.
Events subsequent to the end of the period:
First revenues for ‘Super Mini’ RZTO booked:
The Company secured its initial sales for the Company’s ‘Super-Mini’ RZTO system. Orders were shipped to customers and
distributors in multiple international markets including Australia, Singapore and South Africa for a total amount of A$13,000.
The sales include shipments to a broad range of partners growing a diverse range of crops. This highlights the capability of
the system to provide ideal growing conditions under unique and challenging environments and weather conditions and key
building blocks for the Company to begin to achieve much larger commercial orders following the continued acceptance of
the technology.
Roots named among five finalists for GrowingIL competition "Keeping it Cool":
The Israeli Ministry of Agriculture named Roots mong five finalists for the GrowingIL competition "Keeping it Cool". GrowingIL
connects different parties in the Ag-Tech ecosystem and aims to develop the Israeli Ag-Tech ecosystem and reshape Israeli
agriculture to meet emerging global food needs through the implementation of ground-breaking technologies. As a finalist for
the competition, Roots will demonstrate amelioration effects of technologies on agriculture in the face of extreme weather
conditions.
Expansion in Asia with first sales in Azerbaijan:
Roots secured a purchase agreement with Green Tech LLC (“Green Tech”) which marks the Company’s first sales into
Azerbaijan, a large central Asian country with significant agricultural production primarily targeting the Russian markets. The
agreement will see Green Tech purchase a ‘Super Mini’ RZTO system for the sum of A$11,784 for a proof of concept on
their main crop producing areas which includes tomatoes and cucumbers. Following a successful period of one or two growth
cycles, Roots anticipates the POC will lead to additional larger commercial orders.
Successful RZTO installations in South Africa and Spain:
The Company successfully completed two remote installation of its ‘Super Mini’ system at South Africa’s Cheeba Africa,
Cheeba Cannabis Academy and at a commercial sweet pepper green house in Almeria, Spain. The installations were both
completed remotely with the assistance of Roots local agents in the regions Cherry Irrigation and Criado y López S.L. (“Criado
Y Lopez”).
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Directors' Report
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At the Cheeba Cannabis Academy the installation was carried our under an equal split cost ($2,500 between the Academy
and ROOTS). The commercial terms in Spain remain the same as the installation in South Africa with an equal split cost
between Criado Y Lopez and ROOTS ($3,500 each). Since installation all parties have subsequently reported the system is
in operation and performing well.
No other matter or circumstance has arisen since 31 December 2021 that has significantly affected, or may significantly affect
the entity’s operations, the results of those operations, or the entity’s state of affairs in future financial years.
Likely developments and expected results of operations
The company will work to expand its commercial activity internationally. An emphasis will be on the Cannabis sector.
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Directors' Report
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Information on Directors
Name:
Mr Boaz Wachtel
Title:
Executive Chairman and CEO
Qualifications:
Masters in Management and Marketing
Experience and expertise:
Mr. Wachtel is the Co-Founder and Executive Director of Roots. Mr. Wachtel is the
inventor of irrigation by condensation (NASA Tech Brief magazine- Technologies
of the Month) and root zone heating and cooling – ROOTS’s core technologies. He
has published 25 publications 6peciali on water and he is a frequent lecturer on
agricultural technology, Middle East water issues and sustainability. He is a former
assistant army attaché to the Israeli Embassy in Washington DC and has lectured
at the UN conflict resolution conference. Mr Wachtel holds a Masters in Management
and Marketing from the University of Maryland.
Other current directorships:
Creso Pharma Limited
Former directorships (last 3 years):
Nil
Special responsibilities:
Chairman, CEO
Interests in shares:
5,376,777 CDIs
Interests in options:
1,850,510 Unlisted Options
250,000 Listed Options
Contractual rights to shares:
13,500,000 Performance Rights
Name:
Mr Sharon Devir
Title:
Executive Director, Business Development
Qualifications:
BSc, MSc, PHD
Experience and expertise:
Dr Devir is a Co-Founder and Chief Executive Officer of Roots. He previously
cofounded Salicrop, an abiotic stress seed treatment technology as well as Rimonim,
an Agri-Tech fund. Dr Devir was the former Chief Executive Officer of NGT, a
technology incubator which sold a company Flourinex to Colgate for US$100 million.
He was also the Former Chief Scientific Officer of AFIMILK dairy management
systems and he has lectured at The Hebrew University, Israel on behalf of the
Agriculture Faculty. Dr Devir’s achievements led to being awarded the “Man of the
Year” award by Israeli TV Channel 2 and the Daily “Yediot Acharonot” newspaper
for his Unique Social Contribution.
Other current directorships:
Salicrop, SkyX, Rimonim Agro Management
Former directorships (last 3 years):
Nil
Special responsibilities:
Business Development
Interests in shares:
2,959,564 CDIs
Interests in options:
2,430,490 Unlisted Options
100,000 Listed Options
Contractual rights to shares:
13,500,000 Performance Rights
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Directors' Report
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Name:
Mr Adam Blumenthal
Title:
Non-Executive Director
Qualifications:
Bachelor of Commerce, a Masters of International
Relations and a Masters of Business Administration
Experience and expertise:
Mr Blumenthal has 10 years’ experience in investment banking and corporate
finance. He has deep exposure to Australian and international markets, having
provided capital raising and financing solutions to an extensive number of unlisted
and listed companies. Mr Blumenthal has played a lead role in advising and
supporting multiple organisations across a broad spectrum of industries. Using his
experience and extensive network of international contacts to provide corporate
advisory and capital markets input, he has successfully brought to market several
companies and is actively involved in mining, cyber security, agricultural technology,
medicinal cannabis, pharmaceutical and information technology sectors. Mr
Blumenthal is a shareholder of EverBlu, the Lead Manager to the Offer and, on 23
August 2017, was appointed as the Chairman on EverBlu.
Other current directorships:
Creso Pharma Limited
Burrabulla Corporation Limited
Former directorships (last 3 years):
Nil
Interests in shares:
43,638,831 CDIs
Interests in options:
4,535,650 Listed Options
1,833,333 Unquoted Options
Contractual rights to shares:
4,200,000 Performance Rights
Name:
Mr Graeme Smith
Title:
Independent Director and Non-Executive Director
Qualifications:
Certified Practicing Agriculturist (CPAG)
Experience and expertise:
Mr Smith is a Melbourne-based, world agriculture and horticulture expert, consultant
and lecturer. Mr Smith is a Certified Practicing Agriculturist (CPAG), from the
Australian Institute Agricultural Science and Technology. Graeme Smith Consulting
has (beginning with Hydroponic Designs Pty Ltd), delivered over 40 protected
cropping projects around Australia since 1995. These projects have largely delivered
modern greenhouse food production systems ranging from 400m2 to 160,000m2 in
poly tunnels through to modern glasshouses. Most of Mr Smith’s food production
projects involved full return on, system design, costings, project management, as
well as commissioning and ongoing crop advisory services.
Other current directorships:
288,750
Former directorships (last 3 years):
Nil
Interests in shares:
Nil
Interests in options:
Nil
Contractual rights to shares:
Nil
Name:
Ms Dafna Shalev-Flamm (appointed 29 May 2018)
Title:
Independent Director and Non-Executive Director
Qualifications:
Certified Public Accountant, MBA
Experience and expertise:
Ms Shalev-Flamm was an experienced Chief Financial Officer and Director with
extensive experience in operational management, accounting and finance, capital
management and corporate governance.
Other current directorships:
Plasson Industries Ltd
MTI Computers
Software Services Ltd
Former directorships (last 3 years):
Poliram Ltd
Special responsibilities:
Chair of the Audit and Remuneration Committees
Interests in shares:
934,375
Interests in options:
Nil
Contractual rights to shares:
Nil
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Directors' Report
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Name:
Dr James Ellingford (appointed 24 February 2020)
Title:
Independent Director and Non-Executive Director
Qualifications:
MBA. PG (Corp Mgmt). D.Mgt
Experience and expertise:
Dr Ellingford previously served as International President of a multi-billion dollar
NASDAQ software business Take-Two Interactive Software with its headquarters in
Geneva and New York. He has vast international experience in the software industry
and has close ties with financial institutions and governments throughout the world.
Dr Ellingford has had ample experience over the last several years in the Cannabis
space as well as living for a period in West Coast of USA. This will serve Roots very
well, given Roots is currently strengthening its focus on the Cannabis space in
California. He is considered an expert in the areas of collaboration of media and digital
assets, data sharing and corporate communications to enable workflow acceleration
and has close ties with large US based corporates who dominate this space. Dr
Ellingford holds a Postgraduate in Corporate Management, Master’s in Business
Administration and a Doctorate in Management. Dr Ellingford has lectured MBA
students in Corporate Governance, ethics and marketing at a leading Sydney
University which are areas he has a keen interest in.
Other current directorships:
Minrex Resources Limited
Creso Pharma Limited
Esense-Lab Limited
Former directorships (last 3 years): Victory Mines Limited
Paterson Resources Limited
Manalto Limited
Burrabulla Corporation Limited
Special responsibilities:
Nil
Interests in shares:
Nil
Interests in options:
Nil
Contractual rights to shares:
Nil
Name:
Mr Peter Hatfull (appointed 23 July 2020)
Title:
Independent Director and Non-Executive Director
Qualifications:
Qualified as a Chartered Accountant in England and Wales
Experience and expertise:
Peter has over 40 years’ experience in a range of Board and senior executive
positions with Australian and international companies. He has an extensive skill-set
in the areas of business optimisation, capital raising and Group restructuring.
Peter is a professional Director and is currently the independent Chairman of several
listed and unlisted companies. Peter specializes in corporate governance and
strategic planning and has held senior financial and board positions in Australia, Africa
and the UK. Peter graduated as a Chartered Accountant in the United Kingdom
where he worked for Coopers and Lybrand (now PriceWaterhouseCoopers), and
subsequently moved to Africa, where he spent 8 years in Malawi prior to moving to
Australia.
Other current directorships:
Raphael Resources Limited
eSense Lab Ltd
Former directorships (last 3 years): Affinity Energy and Health Ltd
Special responsibilities:
Nil
Interests in shares:
Nil
Interests in options:
Nil
Contractual rights to shares:
Nil
Company secretary
Ms Sarah Smith
Ms Smith specializes in corporate advisory, company secretarial and financial management services. Ms Smith’s experience
includes company secretarial and financial management services for ASX listed companies, capital raisings and IPOs, due
diligence reviews and ASX and ASIC compliance. Ms Smith is a Chartered Accountant and has acted as the Company
Secretary for a number of ASX listed companies.
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Meetings of directors
The number of meetings of the company’s Board of Directors (‘the Board’) and of each Board committee held during the year
ended 31 December 2021, and the number of meetings attended by each director were:
Directors’ Meetings
Audit Committee
Meetings
Remuneration
Committee Meetings
Attended
Held
Attended
Held
Attended
Held
Boaz Wachtel
2
2
-
-
-
-
Sharon Devir
2
2
-
-
-
-
Adam Blumenthal
2
2
-
-
-
-
Graeme Smith
2
2
2
2
1
1
Dafna Shalev-Flamm
2
2
2
2
1
1
James Ellingford
2
2
2
2
1
1
Peter Hatfull
2
2
-
-
-
-
Shares under option
At the date of this report, the unissued ordinary shares under option are as follows:
Grant date
Expiry date
Exercise price
Number under
option
29 November 2017 30 November 2022
AUD $0.01
1,655,000
25 July 2019
17 June 2024
AUD$0.01
602,500
24 July 2019
24 July 2022
AUD $0.12
5,408,592
17 September 2019 24 July 2022
AUD $0.12
8,423,810
23 December 2019 24 July 2022
AUD $0.12
6,333,350
15 October 2021
24 July 2022
AUD $0.12
1,000,000
15 October 2021
15 October 2026
AUD $0.01
4,833,333
15 October 2021
30 September 2023
AUD $0.02
40,064,103
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the
company or of any other body corporate.
At the date of this report, the number of performance rights on issue was as follows:
Grant date
Class
Expiry date
Number of rights
issued
11 September 2019
Class E
17 September 2023
4,400,000
11 September 2019
Class F
17 September 2022
4,400,000
11 September 2019
Class G
17 March 2022
4,400,000
18 October 2021
Class H
18 October 2024
6,000,000
18 October 2021
Class I
18 October 2024
6,000,000
18 October 2021
Class J
18 October 2024
6,000,000
31,200,000
Class
Milestone
Class E Performance Rights
The Class E Performance Rights will be able to be converted into a CDI by a Holder,
upon the Company:
(a) Acquiring a business in the agricultural and/or cannabis or hemp sector which
contributes to the Company’s gross revenue by a minimum of 10% within 12 months
from acquisition of the relevant business (Acquisition); and
following completion of the Acquisition, the Company’s CDIs trading at a 20-day VWAP
of A$0.12 or more.
Class F Performance Rights
The Class F Performance Rights will be able to be converted into a CDI by a Holder
upon the Company recording gross revenue of $500,000 as a result of:
(a) Expansion into the US cannabis market; and/or
sales in Israel.
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Class G Performance Rights
The Class G Performance Rights will be able to be converted into a CDI by a Holder
upon the Company installing:
(a) four (4) RZTO systems for cannabis or hemp clients globally; and
(b) two (2) additional RZTO system installations in the Asian market.
Class H Performance Rights
The Class H Performance Rights will be able to be converted into a CDI by a Holder
within 36 months of the date of issue, upon the Company:
(a) executing a joint venture agreement with a company with a synergic technology; and
(b) recording gross sales of at least AUD$100,000 pursuant to the joint venture with the
first 12 months of the date of execution of the JV agreement.
Class I Performance Rights
The Class I Performance Rights will be able to be converted into a CDI by a Holder
upon the Company:
(a) recording gross sales of AUD$500,000 (excluding any sales that is utilized for the
purposes of satisfying the Class H Performance Rights milestone) within 18 months
of the date of issue of the performance rights.
Class J Performance Rights
The Class J Performance Rights will be able to be converted into a CDI by a Holder
upon the Company:
(b) recording gross sales of AUD$300,000 as a result of signing letters of intent or
definitive dealership agreements in at least three new territories within 24 months of
the date of issue of the performance rights.
The performance rights will vest and become capable of exercise into ordinary shares in the Company upon the satisfaction
of vesting conditions as disclosed above.
Shares issued on the exercise of options
At the date of this report, no shares were issued on the exercise of options.
Indemnifying Officers
The Company indemnifies each of its Directors and Officers. The Company indemnifies each Director or Officer to the
maximum extent permitted by the Israeli Companies Law, 5759-1999 from liability to third parties, except where the liability
arises out of conduct involving lack of good faith, and in defending legal and administrative proceedings and applications for
such proceedings.
The Company must use its best endeavours to insure a Director or Officer against any liability, which does not arise out of
conduct constituting a willful breach of duty or a contravention of the Israeli Companies Law, 5759-1999. The Company must
also use its best endeavours to insure a Director or Officer against liability for costs and expenses incurred in defending
proceedings whether civil or criminal.
Insurance Premiums
During the year, the Company paid insurance premiums to insure Directors and Officers against certain liabilities arising out
of their conduct while acting as an officer of the Group. Under the terms and conditions of the insurance contract, the nature
of the liabilities insured against and the premium paid cannot be disclosed.
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
company or any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company
or any related entity.
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Roots Sustainable Agricultural Technologies Ltd
Directors' Report
31 December 2021
11 | P a g e
Proceedings on behalf of the company
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to
which the Company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those
proceedings.
The Company was not a party to any such proceedings during the year.
Non-audit services
During the year, BDO Israel, the Company’s auditor, did not provide any services other than their statutory audits.
In the event that non-audit services are provided by BDO Israel, the Board has established certain procedures to ensure
that the provision of non-audit services are compatible with, and not compromise the auditor independence. These
procedures include:
●
all non-audit services will be subject to the corporate governance procedures adopted by the Company and will be
reviewed by the Board to ensure they do not impact the integrity and objectivity of the auditor; and
●
ensuring non-audit services do not involve reviewing or auditing the auditor’s own work, acting in a management or
decision-making capacity for the Company, acting as an advocate for the Company or jointly sharing risks and rewards.
Corporations Act 2001
As a foreign company registered in Australia, the Company will not be subject to Chapters 6A, 6B and 6C of the Corporations
Act dealing with the acquisition of shares (e.g. substantial holders and takeovers).
Under the Israeli Companies Law there are restrictions on acquisition of shares, requiring a tender offer for acquisition of
public Company shares resulting in a holding of 25% or more voting rights of the Company. In addition, under the Companies
Law, a person may not purchase shares of a public company if, following the purchase of shares, the purchaser would hold
more than 90% of the company’s shares, unless the purchaser makes a tender offer to purchase all of the target company’s
shares. Otherwise, the acquisition of the company’s securities generally not restricted by the company’s articles of
association or the laws of Israel, except that Israeli law prohibits the ownership of securities by nationals of certain countries
that are, or have been, in a state of war with Israel.
Environmental Regulations
In the normal course of business, there are no environmental regulations or requirements that the Company is subject to.
This report is made in accordance with a resolution of directors.
On behalf of the directors
___________________________
Boaz Wachtel
Executive Chairman
31 March 2022
Beit-Halevi
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Roots Sustainable Agricultural Technologies Ltd
ASX Additional Information
31 December 2021
12 | P a g e
ASX ADDITIONAL INFORMATION
1.
SHAREHOLDINGS
The Company has ordinary shares on issue. The Company’s ordinary shares traded on the ASX are
traded as Chess Depository Interests (‘CDI’s’) under the code ROO. Each CDI has a beneficial interest
in a share.
The issued capital of the Company as at 24 February 2022 is 749,632,688. All issued CDI’s carry one
vote per share. The number of holders of CDI’s is 3,563.
The number of Listed Options on issue as at 24 February 2022 is 21,165,752 (exercisable at AUD$0.12
on or before 24 July 2022).
The Company as at 24 February 2022 has on issue the following unlisted securities:
•
47,154,936 unlisted options; and
•
31,200,000 performance rights.
Unquoted Options
Grant date
Expiry date
Exercise price
Number under
option
29 November 2017
30 November 2022
AUD $0.01
1,655,000
25 July 2019
17 June 2024
AUD$0.01
602,500
24 July 2019
24 July 2022
AUD $0.12
5,408,592
17 September 2019
24 July 2022
AUD $0.12
8,423,810
23 December 2019
24 July 2022
AUD $0.12
6,333,350
15 October 2021
24 July 2022
AUD $0.12
1,000,000
15 October 2021
15 October 2026
AUD $0.01
4,833,333
15 October 2021
30 September 2023
AUD $0.02
40,064,103
Performance Rights
Grant date
Class
Expiry date
Number of
rights issued
11 September 2019
Class E
17 September 2023
4,400,000
11 September 2019
Class F
17 September 2022
4,400,000
11 September 2019
Class G
17 March 2022
4,400,000
18 October 2021
Class H
18 October 2024
6,000,000
18 October 2021
Class I
18 October 2024
6,000,000
18 October 2021
Class J
18 October 2024
6,000,000
2.
DISTRIBUTION OF EQUITY SECURITIES (SHAREHOLDERS AND CDI HOLDERS)
Range
Total holders
Units
% of Issued
Capital
1 - 1,000
70
22,575
0.00%
1,001 - 5,000
436
1,135,855
0.15%
5,001 - 10,000
236
1,942,262
0.26%
10,001 - 100,000
1,855
82,340,624
10.98%
Above 100,000
966
664,191,372
88.60%
Total
3,563
749,632,688
100.00%
There are 2,597 number of investors holding a less than marketable parcel of 85,441,316 ROO shares
based on a share price of A$0.005 at 24 February 2022.
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Roots Sustainable Agricultural Technologies Ltd
ASX Additional Information
31 December 2021
13 | P a g e
3.
TOP TWENTY LARGEST SHAREHOLDERS AS AT 24 FEBRUARY 2022
Holder Name
Number
Held
Percentage
1
JAMBER INVESTMENTS PTY LTD
79,613,522
10.62%
2
ATLANTIC CAPITAL HOLDINGS PTY LTD
42,367,533
5.65%
3
ANANDI INVESTMENTS PTY LTD
27,344,642
3.65%
4
CHIFLEY PORTFOLIOS PTY LTD
16,025,641
2.14%
5
MR MARK ANDREW TKOCZ
8,807,424
1.17%
6
MR GREG HUGH PRIESTLEY
8,200,000
1.09%
7
YUCAJA PTY LTD
7,730,857
1.03%
8
CITICORP NOMINEES PTY LIMITED
6,256,142
0.83%
9
MR MICHAEL ERNEST GRANATA
5,500,000
0.73%
10
BNP PARIBAS NOMINEES PTY LTD SIX SIS
LTD
5,355,800
0.71%
11
BOAZ WACHTEL
5,298,777
0.71%
12
MISS MELODY AN
4,601,000
0.61%
13
P & L LOWMAN PTY LTD
4,450,000
0.59%
14
MR BIN XU
4,400,000
0.59%
15
MR HAOCHEN HU
4,000,000
0.53%
16
CS FOURTH NOMINEES PTY LIMITED
3,729,360
0.50%
17
MR DAVID ALEXANDER KENNEDY &
MRS YUJIN JEONG
3,701,111
0.49%
18
MR HIMANSHU PATEL
3,419,932
0.46%
19
DR VIPUL BANSAL
3,398,264
0.45%
20
GREENWOOD TRADING FUND PTY LTD
3,221,721
0.43%
Total: Top 20 holders
247,421,726
33.01%
Total: Issued Capital
749,632,688
100.00%
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Roots Sustainable Agricultural Technologies Ltd
ASX Additional Information
31 December 2021
14 | P a g e
4.
TOP TWENTY LARGEST LISTED OPTIONHOLDERS AS AT 24 FEBRUARY 2022
Holder Name
Number
Held
Percentage
1
MS YASMIN ELIZABETH ILIC
2,333,783
11.03%
2
JAMBER INVESTMENTS PTY LTD
1,785,353
8.44%
3
AUSTRALIAN SHARE NOMINEES PTY LIMITED
1,450,000
6.85%
3
ANGLO AUSTRALASIA HOLDINGS PTY LTD
1,450,000
6.85%
4
ATLANTIC CAPITAL HOLDINGS PTY LTD
1,000,000
4.72%
5
MRS SIXIA XUE
986,606
4.66%
6
M & K KORKIDAS PTY LTD
932,620
4.41%
7
MR RAMIN VAHDANI
750,000
3.54%
8
M & K KORKIDAS PTY LTD
624,889
2.95%
9
MR JENS ROESTEL
550,000
2.60%
10
MS LISA ASHE
500,000
2.36%
10
MISS NUTCHA WONGINPHOR
500,000
2.36%
10
PETARD PTY LTD
500,000
2.36%
11
ADAM BLUMENTHAL
458,334
2.17%
12
MR ALAN DENNIS HAZELL
351,500
1.66%
13
PARRY CAPITAL MANAGEMENT LIMITED
333,333
1.57%
14
PARRY CAPITAL MANAGEMENT LIMITED
265,879
1.26%
15
CAREEN HOLDINGS PTY LTD
258,585
1.22%
16
MR BOAZ WACHTEL
250,000
1.18%
16
MR THOMAS VAN KANN &
MRS NATALIA VAN KANN
250,000
1.18%
17
MR PAUL SIEGLE &
MRS MECHELLE SIEGLE
237,749
1.12%
18
MRS CAROLYN KATZ
225,000
1.06%
19
MR COLIN RICHARD KORN
222,378
1.05%
20
SOLEVU PTY LTD