DISCLAIMER AND CAUTIONARY STATEMENTS

This is not an offer to sell or a solicitation of an offer to buy the securities described herein in any jurisdiction to any person to whom it is unlawful to make such an offer or sale. In making an investment decision, investors must rely on their own examination of the Private Placing Memorandum and the terms of the information, including the merits and risks involved. Investors should not construe the contents of this Private Placement Memorandum as investment, tax or legal advice. The Private Placing Memorandum, as well as the nature of the investment contemplated hereby, should be reviewed by each prospective investor and its investment, tax and legal advisers. You should not rely on information obtained herein other than from the Private Placing Memorandum. Company has not authorized anyone to provide you with different information. Company is not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in the Private Placing Memorandum is accurate as of any date other than the date on the front cover of this Private Placement Memorandum. Investors are responsible for seeking their own tax advice in respect to this Private Placing Memorandum. Certain information regarding Earthwater its affiliates and subsidiaries (collectively “the Company”) contained may constitute forward-looking statements within the meaning of applicable securities laws and or be subject to change without notice. Forward looking statements may include estimates, plans, expectations, opinions, forecasts, projections, results of planned share issuances, guidance or other statements that are not statements of fact. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct or will ultimately occur. The Company’s forward-looking statements are expressly qualified in their entirety by this cautionary statement. Furthermore, statements regarding the amount of share purchase warrants, shares, stock options are all subject to further change without notice and certain shares may never be issued. This is not a solicitation to purchase securities in our common stock or at all. Readers are cautioned to seek professional advice and conduct due diligence of the Company prior to making any decision in relation to a possible investment of the Company. All investors must be Accredited Investors as defined by the SEC Accredited Rules.