A2Z Smart Technologies Corp. Announces US$5.8 Million Registered Direct Offering of Common Shares and Common Warrants

TEL AVIV, ISRAEL / ACCESSWIRE / June 13, 2023 / A2Z Smart Technologies Corp. (the "Company" or "A2Z") (NASDAQ:AZ)(TSXV:AZ), a global leader in innovative technology solutions, today announced that it has entered into a definitive securities purchase agreement with certain accredited investors to purchase, in a registered direct offering, 3,262,720 common shares, at a purchase price of US$1.80 (CAN$2.41) per share, together with warrants to purchase 1,631,356 common shares at an exercise price of US$2.20 (CAN$2.93) per share for a period of two years from issuance, for aggregate gross proceeds equal to US$5,872,900 (CAN$7,849,300) (the "Gross Proceeds"). Subject to customary closing conditions, including the final approval of the TSX Venture Exchange, the transaction is expected to close in one or more tranches with the first tranche expected to close on Thursday, June 15, 2023 (the "Closing").

A2Z anticipates that the net proceeds from this offering, after deducting offering expenses, will be used for working capital and general corporate purposes. No placement agent was used or participated in the offering.The Company expects to pay certain persons including US registered broker dealers and non-US residents fees in connection with the Offering, payable in cash, of up to 8% of the Gross Proceeds, and will issue that number of warrants to such persons as is equal to up to 8% of the common shares sold (the "Finder Warrants"). Each Finder Warrant will be exercisable into one common share for an exercise price of US$2.20 (CAN$2.93) and shall have a two year term. The Finder Warrants will be issued pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.

The common shares and warrants in the offering are being offered pursuant to a "shelf" registration statement on Form F-3 (File No. 333-271226), which was declared effective by the Securities and Exchange Commission (the "SEC") on April 21, 2023. A prospectus supplement and the accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the registered direct offering may be obtained, when available, at the SEC's website at http://www.sec.gov. These securities are not being offered in Canada and may not be sold in Canada or to residents of Canada.