Star Metro - Water Ways Announces Appointment of New Director and Notice to Potential Transfer to NEX

Ms. Boaz has been Chief Operating Officer at Exiteam Capital Partners Ltd., an Israeli venture capital and advisory firm, since 2020. In her role, she is responsible for day-to-day financial management, human resources, payroll, investor relations, and CRM systems management. Prior to that, Ms. Boaz managed research and development laboratories at the Technion - Israel Institute of Technology from 2016 to 2020. Ms. Boaz holds a Ph.D. in Nanoscience and Nanotechnology from the Technion (2010-2016).

Following the appointment of Ms. Boaz to the Board, the Board is comprised of Mr. Ohad Haber, Mr. Yehuda Doron and Ms. Mor Boaz. The Company's Audit Committee consists of Mr. Doron (Chair), Mr. Haber and Ms. Boaz. The Board has determined that Mr. Doron and Ms. Boaz are "independent" within the meaning of National Instrument 52-110 - Audit Committees.

Continued Listing Requirements Deficiencies

The Company has failed to meet the criteria for classification as a Tier 1 issuer pursuant to TSXV Policy 2.5 - Continued Listing Requirements ("Policy 2.5"). As a result, the Company's tier classification was downgraded from Tier 1 to Tier 2 effective May 22, 2026. Additionally, the Company has deficiencies in the continued listing requirements ("CLRs") as a Tier 2 Industrial issuer pursuant to TSXV Policy 2.5. These deficiencies relate to the Company's working capital, activity, and assets and operations. As a result, the Company has been placed on a 90-day notice period, to demonstrate compliance with the applicable CLRs, failing which the Company may be transferred to NEX.

As at March 31, 2026, the Company had a working capital deficiency of US$5,718,000. The Company intends to address this deficiency through a restructuring of its operations, including the voluntary assignment in bankruptcy of its former Canadian operating subsidiary, Heartnut Grove WWT Inc., and the ongoing liquidation of its Israeli subsidiary, Irri-Al-Tal Ltd. In addition, the Company is engaging with creditors regarding potential arrangements, including the possible conversion of outstanding indebtedness into equity, and is exploring prospective capital-raising initiatives.

Following the discontinuation of its prior operating activities, the Company is also undertaking a previously announced strategic review process to identify and evaluate opportunities to re-establish operations and enhance shareholder value. Such opportunities may include a business combination, reverse takeover, merger, asset acquisition, or the establishment of a new line of business. The Company intends to rely on the outcome of this strategic review to address the assets and operations criteria and work toward meeting the CLRs applicable to a Tier 2 Industrial issuer.

Annual General Meeting

The Company is not in compliance with the annual general meeting ("AGM") requirements set out in Section 4.1 of TSXV Policy 3.2 - Filing Requirements, as it has not held an AGM since February 10, 2025. The TSXV has required the Company to hold an AGM by no later than August 24, 2026. While the Company is taking steps to remedy this deficiency and intends to hold its AGM prior to the end of 2026, it does not expect to meet the August 24, 2026 deadline due to its current financial constraints and is in discussions with the TSXV regarding this matter.

About Water Ways Technologies Inc.

Water Ways Technologies Inc. is a TSXV-listed public company. The Company has ceased its former irrigation technology operations and is no longer carrying on an active business. Water Ways is currently focused on preserving corporate value while evaluating strategic alternatives, which may include the acquisition of, or merger with, a business operating in a new sector.

For more information, please contact

Ohad Haber
CEO and Executive Director
T: +1 (519) 264-2708
E: [email protected]

Forward‑Looking Statements

Certain statements contained in this press release constitute "forward‑looking information" within the meaning of applicable Canadian securities legislation. Forward‑looking information is often identified by words such as "may", "could", "would", "should", "potential", "will", "intend", "seek", "plan", "anticipate", "believe", "estimate" or "expect", or similar expressions.

Forward‑looking information in this press release includes, without limitation, statements relating to: (i) the appointment of Ms. Mor Boaz to the Board and receipt of required approvals from the TSX Venture Exchange; (ii) the Company's continued listing requirements deficiencies and efforts to remedy such deficiencies; (iii) the Company's plans to address its working capital deficiency, including through restructuring activities, bankruptcy and liquidation proceedings involving its subsidiaries, negotiations with creditors, potential debt conversions and capital raising initiatives; (iv) the Company's strategic review process and its intention to identify and complete a transaction or establish a new line of business; (v) the Company's ability to meet the continued listing requirements of the TSXV, including avoiding transfer to NEX; and (vi) the timing and intention to hold an annual general meeting of shareholders.

All statements contained herein that are not statements of historical fact are forward‑looking information. Forward‑looking information reflects Water Ways' current expectations, assumptions and beliefs with respect to future events, based on information currently available to the Company, and is subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or events to differ materially from those expressed or implied by such forward‑looking information. These risks and uncertainties include, without limitation: risks relating to TSXV approvals and regulatory processes; the Company's ability to remedy its continued listing requirements deficiencies within required timeframes; the potential transfer of the Company's listing to NEX; risks associated with bankruptcy and liquidation proceedings, including actions taken by trustees, courts, creditors and other stakeholders; the recovery (or non‑recovery) of assets; the Company's ability to negotiate with creditors or complete debt restructurings; the availability of financing on acceptable terms or at all; the ability to identify, negotiate and complete a strategic transaction or new business opportunity; and general economic, market and regulatory conditions.

Although the Company believes that the assumptions and expectations underlying the forward‑looking information are reasonable, no assurance can be given that they will prove to be correct, and readers are cautioned not to place undue reliance on such forward‑looking information. Any forward‑looking information contained in this press release is expressly qualified in its entirety by this cautionary statement.

Forward‑looking information contained herein is made as of the date of this press release, and Water Ways undertakes no obligation to update or revise any forward‑looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Water Ways Technologies Inc.

View the original press release on ACCESS Newswire

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