Mr. Ronnie Jaegermann reports

WATER WAYS ANNOUNCES VOTING RESULTS OF ITS ANNUAL GENERAL SHAREHOLDERS' MEETING

Water Ways Technologies Inc. has released the voting results from its annual general and special meeting of shareholders held on Friday, Dec. 29, 2023. The total number of shares represented by shareholders present in person and by proxy at the meeting was 62,967,155, representing 42.32 per cent of Water Ways' issued and outstanding common shares.

All of the matters put forward before shareholders for consideration and approval, as set out in the company's management information circular dated Nov. 25, 2023, were approved by the requisite majority of votes cast at the meeting, including the approval of the company's rolling stock option plan. The plan approved by shareholders was attached as Schedule A to the circular and contained the following material amendments.

The plan provides for the following updated definitions:

"Consultant" means an individual (other than a director, officer or employee of the company or of any of its subsidiaries) or company that: (a) is engaged to provide, on a continuing bona fide basis, consulting, technical, management or other services to the company or to any of its subsidiaries, other than services provided in relation to a distribution of securities; (b) provides the services under a written contract between the company or any of its subsidiaries and the individual or the company, as the case may be; and (c) in the reasonable opinion of the company, spends or will spend a significant amount of time and attention on the affairs and business of the company or of any of its subsidiaries.

"Insider" means: (a) a director or an officer of the company; (b) a director or an officer of a company that is itself an insider or a subsidiary of the company; (c) a company or an individual that has (i) beneficial ownership of, or control or direction over, directly or indirectly, or (ii) a combination of beneficial ownership of, and control or direction over, directly or indirectly, securities of the company carrying more than 10 per cent of the voting rights attached to all the company's outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person as underwriter in the course of a distribution; or (d) the company if it has purchased, redeemed or otherwise acquired a security of its own issue, for so long as it continues to hold that security.

"Investor relations activities" means any activities, by or on behalf of the company or a shareholder, that promote or reasonably could be expected to promote the purchase or sale of securities of the company, but do not include: (a) the dissemination of information provided, or records prepared, in the ordinary course of business of the company: (i) to promote the sale of products or services of the company; or (ii) to raise public awareness of the company, that cannot reasonably be considered to promote the purchase or sale of securities of the company; (b) activities or communications necessary to comply with: (i) the requirements of applicable securities laws; (ii) the TSX Venture Exchange requirements or the bylaws, rules or other regulatory instruments of any other self-regulatory body or exchange having jurisdiction over the company; (c) communications by a publisher of, or writer for, a newspaper, magazine, or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if: (i) the communication is only through the newspaper, magazine or publication; and (ii) the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer; or (d) activities or communications that may be otherwise specified by the exchange.

"Security based compensation plan" means any other compensation or incentive mechanism involving the issuance or potential issuance of securities of the company from treasury to a participant.

"Trading day" means a day when trading occurs through the facilities of the exchange.

"VWAP" means the volume-weighted average trading price of the common shares on the exchange calculated by dividing the total value by the total volume of such securities traded for the five trading days immediately preceding the exercise of the subject option.

Additionally, the plan has been amended to provide that:

• (a) The maximum number of common shares which may be issued to: (i) any consultant in any 12-month period under the stock option plan may be no more than 2 per cent of the number of common shares outstanding, on a non-diluted basis, at the time of grant, as confirmed by the transfer agent and registrar for the common shares of the corporation; and (ii) all participants conducting investor relations activities for the corporation in any 12-month period may be, in aggregate, no more than 2 per cent of the outstanding shares of the corporation, less the aggregate number of shares reserved for issuance or issuable under any other security based compensation plan of the corporation.
• (b) Unless the corporation has received the requisite approval of disinterested shareholders of the corporation voting at a duly called and held meeting of such shareholders: (i) the maximum number of common shares which may be issued to any individual in any 12-month period under the stock option plan may be no more than 5 per cent of the outstanding shares of the corporation, less the aggregate number of shares reserved for issuance or issuable under any other security based compensation plan of the corporation; (ii) the aggregate number of common shares reserved for issuance to insiders (as a group) under the plan and any other security based compensation may be no more than 10 per cent of the outstanding shares of the corporation at any point in time; and (iii) the aggregate number of common shares for issuance to insiders (as a group) in any 12-month period under the plan and any other security based compensation may be no more than 10 per cent of the outstanding shares of the corporation calculated as at the date of grant or issued to any insider.
• (c) Options, but excluding options held by a participant engaged in investor relations activities, may be exercised without the participant making any cash payment so the corporation does not receive any cash from the exercise of the subject options, and instead the participant receives only the number of underlying shares that is the equal to the quotient obtained by dividing: (i) the product of the number of options being exercised multiplied by the difference between the VWAP of the exercise price of the subject options; by (ii) the VWAP of the underlying common shares.

About Water Ways Technologies Inc.

Water Ways, through its subsidiaries, is a global provider of Israeli-based agriculture technology, providing water irrigation solutions to agricultural producers. Water Ways competes in the global irrigation water system market with a focus on developing solutions with commercial applications in the micro and precision irrigation segments of the overall market. At present, Water Ways' main revenue streams are derived from the following business units: (i) projects business unit; and (ii) component and equipment sales unit. Water Ways 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. Water Ways' irrigation projects include vineyards, cotton fields, apple and orange orchards, blueberries, medical cannabis, fresh produce cooling rooms, and more in over 15 countries.

We seek Safe Harbor.