Water Ways Announces Intention to Issue Shares to an Executive

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

TORONTO, Nov. 13, 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 that the Company wishes to provide an update regarding its Chinese subsidiary IRRI - ALTAL (Shanghai) Agriculture Technology Co., Limited "Irri Shanghai").

On October 2, 2020, the Company entered into an agreement (the "Agreement") for the formation of Irri Shanghai. Pursuant to the Agreement the parties agreed that in consideration for 50% of Irri Shanghai (the "Chinese Shares"), the Company would issue, at the discretion of the Company’s board of directors (the “Board”) at some time in the future, post October 2, 2020, to its Chinese partner in Irri Shanghai (the "Vendor"), common shares in the capital of the Company ("Common Shares") equal to US$700,000 (the "Aggregate Consideration") at a price per Common Share of CAD$0.25, equaling a total 3,594,360 Common Shares (the "Subject Shares"). The Company reported the obligation to issue the Subject Shares as a contingent liability on its financial statements. The Company now wishes to advise that the Board has determined to issue the Subject Shares.

Post the Agreement, the Vendor became an officer of Irri Shanghai and therefore the Vendor is deemed an “Insider” (as such term is defined by the TSX Venture Exchange (the "TSXV"). The TSXV has provided approval to the issuance of the Subject Shares (the “Issuance”) conditional on receipt of requisite shareholder approval at the next shareholders meeting of the Company (which will be held on December 29, 2023).

Pursuant to Multilateral Instrument 61-101 “Protection of Minority Security Holders in Special Transactions "MI 61-101"), the Issuance constitutes a " related party transaction" due to the fact that the Vendor is an officer of Irri Shanghai. The Company is relying on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the Issuance does not exceed 25% of the Company' s market capitalization.