Water Ways arranges $1-million private placement

Mr. Ronnie Jaegermann reports WATER WAYS ANNOUNCES PRIVATE PLACEMENT, DEBT SETTLEMENT AND PROPOSED AMENDMENTS TO DEBENTURES Water Ways Technologies Inc.: (i) has arranged a non-brokered private placement of up to 20 million units of the company for aggregate gross proceeds of up to $1-million; (ii) will settle up to $800,000 of indebtedness for up to 16 million common shares in the capital of the company; and (iii) has proposed amendments to certain outstanding unsecured convertible debentures. Private placement The company is pleased to announce a non-brokered private placement of up to 20 million units at a price of five cents per unit for gross proceeds of up to $1-million. Each unit shall consist of one common share and one common share purchase warrant. Each warrant shall entitle the holder to acquire one common share, at an exercise price of seven cents per warrant share, for a period of two years from the closing date of the offering. The offering is expected to close on or about Sept. 30, 2025, and is subject to customary closing conditions, including the approval of the TSX Venture Exchange. All securities issued pursuant to the offering will be subject to a statutory hold period of four months and one day in accordance with applicable securities laws and the policies of the TSX-V. Debt settlement The company intends to settle up to $800,000 of outstanding debt by issuing of up to 16 million common shares at a deemed price of five cents per common share. The debt settlement is also subject to the acceptance of the TSX-V, and all securities issued pursuant to the debt settlement will be subject to a statutory hold period of four months and one day in accordance with applicable securities laws and the policies of the TSX-V. Amendments to debentures The company further announces its intention to amend certain terms of its outstanding 8 per cent unsecured convertible debentures with a principal amount of $746,000, originally issued on March 3, 2023, and its 8 per cent unsecured convertible debentures with principal amount of $91,800 originally issued on June 27, 2022 (see the company's press releases dated March 3, 2023, and June 27, 2022, for further details regarding the debentures). The company intends to amend the conversion price and maturity date of the debentures. The conversion price of the 2023 debentures is proposed to be amended from 24 cents per common share to five cents, and the conversion price of the 2022 debentures is proposed to be amended from 35 cents per common share to five cents. In addition, the maturity of the debentures is proposed to be extended to Oct. 9, 2025. The proposed amendments to the debentures are subject to the approval of the TSX-V. About Water Ways Technologies Inc. Water Ways through its subsidiary is a Canadian provider of Israeli-based agriculture technology, providing water irrigation solutions to agricultural producers in Canada and the United States. Water Ways is capitalizing on the opportunities presented by micro and smart irrigation to the Canadian market. Water Ways' irrigation projects include vineyards, blueberries, fresh produce cooling rooms and more. We seek Safe Harbor.