Water Ways Announces Private Placements

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

TORONTO, Feb. 10, 2023 (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, announces the depositing of funds into escrow of a private placement (the "Offering") of up to 2,415,000 units (the "Units") at a price of CAD$0.13 per Unit, for gross proceeds of up to CAD$313,950 (the "Gross Proceeds"). Each Unit is comprised of one common share in the capital of the Corporation (each a "Common Share") and one half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant") with each Warrant exercisable into one additional Common Share (a "Warrant Share" and, collectively with the Common Shares and Warrants, the "Securities") at a price of CAD$0.20 for a period of 36 months from the closing date. If following the date that is 4 months and 1 day following the date on which TSX Venture Exchange final approval to the Offering is received (the "Closing Date"), the volume weighted average price ("VWAP") of the Common Shares for any 10 consecutive trading days equals or exceeds CAD$0.26, the Company may, upon providing written notice to the holders of the Warrants, accelerate the expiry date of the Warrants to the date that is 30 days following the date of such written notice. The Company expects to pay finder's fees in association with the Offering, payable in cash, of up to 8% of the Gross Proceeds, and will issue that number of warrants to such finders as is equal to 8% of the Units sold (the "Finder Warrants"). Each Finder Warrant will be exercisable into a Unit upon payment of CAD$0.13 per Finders Warrant.

In addition, the Company announces the depositing of funds into escrow of a private placement (the "CD Offering") of up to 10 units (the "CD Units") at a price of CAD$10,200 per CD Unit (the "Subscription Price"), for gross proceeds of up to CAD$102,000 (the "CD Gross Proceeds"). Each CD Unit comprised of one unsecured convertible debenture (each a "Convertible Debenture") with a principal amount of CAD$10,200 and 42,500 half of one Common Share purchase warrant (each whole such Common Share purchase warrant, a "CD Warrant") with each CD Warrant exercisable into one additional Common Share (a "CD Warrant Share"). If the Company does not repay the Subscription Price by the end of the date that is 24 months from the Closing Date (the "Maturity Date") the Convertible Debenture only, will be extended by an additional 12 months (the "Revised Maturity Date") and the Company will be obligated to pay a penalty, payable in cash, equal to 10% of any amounts of the Subscription Price that were outstanding and not repaid at the end of the Maturity Date. The Convertible Debentures shall bear an annual interest rate of 8%, payable quarterly in cash only (the "Interest").

The Convertible Debentures are subject to conversion, at the option of the holder, at a conversion price of CAD$0.24 per Common Share (the “Conversion Price”), provided that if, following the date that is 4 months and 1 day following the Closing Date, the VWAP of the Common Shares for any 10 consecutive trading days equals or exceeds CAD$0.36, the Company may, upon providing written notice to the holders of the Convertible Debentures, force the conversion of the Convertible Debentures to the date that is 30 days following the date of such written notice.

Each CD Warrant will entitle the holder to purchase an additional Common Share at an exercise price of CAD$0.30 on or before the Maturity Date, provided that if, following the date that is 4 months and 1 day following the Closing Date, the VWAP of the Common Shares of for any 10 consecutive trading days equals or exceeds CAD$0.45, the Company may, upon providing written notice to the holders of the CD Warrants, accelerate the expiry date of the CD Warrants to the date that is 30 days following the date of such written notice. The Company expects to pay finder's fees in association with the CD Offering, payable in cash, of up to 8% of the CD Gross Proceeds, and will issue that number of warrants as is equal to 8% of the CD Units sold (the "CD Finder Warrants"). Each CD Finder Warrant will be exercisable into one half of one Common Share upon payment of CAD$0.24 per CD Finder Warrant.

Closing of the Offering and the CD Offering, and release of the funds from escrow, are conditional on receipt of all regulatory approvals including the approval of the TSXV.

About Water Ways Technologies Inc.
WWT through its subsidiaries, is a global provider of Israeli-based agriculture technology, providing water irrigation solutions to agricultural producers. WWT 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, WWT’s main revenue streams are derived from the following business units: (i) Projects Business Unit; and (ii) Component and Equipment Sales Unit. WWT 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. WWT’s irrigation projects include vineyards, Cotton fields, Apple and Orange orchards, Blueberry, Medical Cannabis growers, fresh produce cooling rooms and more, in over fifteen countries.

https://www.water-ways-technologies.com/

https://www.hg-wwt.com/

Twitter: @WaterWaysTechn1

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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 Technologies Inc. (“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 and its own share prices. All figures are in Canadian dollars unless otherwise indicated.