WWT Water Ways Technologies Inc

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 further to its recently announced (see press releases dated February 10, 2023) private placement (the "Offering") the closing, subject to receipt of all regulatory approvals and final TSX Venture Exchange approval, of the Offering of 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 July 4, 2023, 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.

In connection with the Offering the Company will issue to Exiteam Capital Partners Ltd.: (i) an aggregate cash payment of CAD$25,116, being an amount equal to 8% of the Gross Proceeds; and (ii) issue 193,200 Finders Warrants (an amount equal to 8% of the Units sold (the "Finders Warrants")). Each Finder Warrant will be exercisable into a Unit (consisting of a Common Share and half a Warrant) upon payment of $0.13 per Unit.

In addition, the Company announces further to its recently announced (see press releases dated June 27, 2022) private placement (the "Financing"), the closing, subject to receipt of all regulatory approvals and final TSX Venture Exchange approval, of the Financing of 9 units (the "CD Units") at a price of CAD$10,200 per CD Unit (the "Subscription Price"), for gross proceeds of up to CAD$91,800 (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"). Aggregate amount of CD Warrants to be issued is 191,250. 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 July 4, 2023, 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 July 4, 2023, 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.

In connection with the Financing the Company will issue to Exiteam Capital Partners Ltd.: (i) an aggregate cash payment of CAD$7,344, being an amount equal to 8% of the CD Gross Proceeds; and (ii) issue 30,600 Finder Warrants (an amount equal to 8% of the Units sold (the "CD Finders Warrants")). Each CD Finder Warrant will be exercisable into one half of one Common Share upon payment of $0.24 per CD Finders Warrant.

The intended principal uses of proceeds for both the Offering and the Financing are development and expansion of existing business and working capital purposes.

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.

For more information, please contact

Ronnie Jaegermann	Dor Sneh	Dr. Eva Reuter
Director	CFO	Investor Relations - Germany
T: +972-54-4202054	T: +972-54-6512500	T: +49 69 1532 5857
E: ronnie@waterwt.com	E: dor@irri-altal.com	E: e.reuter@dr-reuter.eu

https://www.water-ways-technologies.com/https://www.hg-wwt.com/Twitter: @WaterWaysTechn1

Neither the 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 StatementsCertain 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.