A2Z Smart Technologies Corp. Announces Offering of Common Shares

TEL AVIV, ISRAEL / ACCESSWIRE / April 2, 2024 / A2Z Smart Technologies Corp. (Nasdaq:AZ), ("A2Z Smart Technologies Corp." or the "Company"), today announced that it has entered into a definitive securities purchase agreement with certain accredited investors to issue, in a registered direct offering, 8,308,357 common shares, at a purchase price of $0.35 per share. The aggregate gross proceeds from the registered direct offering are expected to be approximately $2,900,000, before deducting offering expenses. The offering is expected to close on April 2, 2024, subject to satisfaction of customary closing conditions. The Company anticipates that it might enter into a definitive securities purchase agreement with additional accredited investors, prior to close.

In addition, the Company has entered into binding agreements with certain investors to issue 6,557,143 common shares in a private placement at a purchase price of $0.35 per share. The private placement is expected to close within 60 days, subject to satisfaction of closing conditions.

The Company intends to use the net proceeds primarily for continued development and expansion of its existing business, including fulfillment of contracted smart cart backlog orders and acceleration of the onboarding process for new clients, and for working capital purposes.

The securities with respect to the registered direct offering were offered and will be sold pursuant to a shelf registration statement on Form F-3 (File No. 333-271226), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the "SEC") on April 12, 2023 and declared effective 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.

The securities with respect to the private placement were offered and will be sold pursuant to the exemption from the registration requirement of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.

Additionally, the Company advises that certain directors and officers of the Company are participating in the registered direct offering and the private placement in an amount of $525,000 (the "Insider Participation"). The Insider Participation transaction is considered a "related party transaction" within the meaning of Canadian Securities Administrators Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61- 101"). The Company expects to rely on exemptions from the formal valuation and minority approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the Insider Participation.