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WWAT (OTCBB) WorldWater Corp. Receives Investment From Millennium 3 Opportunity Fund; Company Anticipates Investment of Up To $2.5 Million

MONDAY , NOVEMBER 11, 2002 07:30 AM

PENNINGTON, N.J., Nov 11, 2002 (BUSINESS WIRE) -- WorldWater Corp. (OTCBB: WWAT) announced today that it signed a definitive Securities Purchase Agreement with Millennium 3 Opportunity Fund, LLC, a New Jersey-based venture capital fund.

Under the agreement, Millennium 3 has purchased $250,000 of 10% convertible notes and warrants to purchase common stock of the Company and has agreed to make a subsequent investment of up to another $2.25 million, subject to certain conditions. The definitive Securities Purchase Agreement provides for funding in three stages: the first has been consummated, the second is another $250,000, which Millennium 3 has committed to fund by Friday, November 15, 2002; and the third is anticipated to close by December 31, 2002, subject to Millennium's satisfactory completion of due diligence.

The convertible notes bear interest at a rate of 10% per annum and mature three years from the date of issuance. The notes are convertible into shares of the Company's common stock at a conversion price of $0.14/share, subject to adjustment upon certain events. The warrants are exercisable for shares of common stock, half at an exercise price of $0.20 per share and half at an exercise price of $0.50 per share.

The notes sold in the first and second stages of the financing will be convertible into 3,571,450 shares of the Company's common stock and the warrants issued in those two stages will be exercisable for 2,381,000 shares of common stock. In the event that the entire $2.5 million investment is consummated, the total number of shares issuable upon conversion of the notes and those issuable upon exercise of the warrants will be 29,762,250 shares, subject to adjustment, representing approximately 30.2% of the Company's common stock, calculated on a fully diluted basis. The securities sold under the Purchase Agreement entitle the investor to registration rights and certain other shareholder rights.

"We have brought in this investment to fund recent major orders we've signed and in anticipation of significant orders from new customers in California which we expect to obtain by year end. Our breakthrough technology - solar pumping systems capable of driving several hundred horsepower motors -- has opened important new business opportunities in recent months in the water and alternative energy fields. We are writing orders in markets previously unavailable to solar power companies." said Quentin T. Kelly, CEO and Chairman of WorldWater.



About WorldWater


WorldWater is a solar engineering and water management company designing, developing and marketing proprietary technology with water and power applications. The Company has operations in the US, Africa and Asia, supplying its patented solar products, particularly its newly developed, high-powered solar water pumping systems. In recent months, the Company has entered the California mainstream power market to provide cost-efficient energy solutions for agriculture, refrigeration and water utility markets.


About Millennium 3 Opportunity Fund


Millennium 3 Opportunity Fund, LLC, a Roseland, New Jersey-based venture capital fund, provides capital to high potential, early stage private and public companies. The Fund's experienced principals are highly involved in adding strategic value to the portfolio companies. Millennium 3 institutional investors include two major international financial institutions, as well as several money management firms and wealthy individuals.

This document may contain Statements which constitute "forward-looking statements" within the meaning of the Private Securities Litigation Act of 1995. "Forward-looking statements" include any statement which is not of purely historical fact, such as statements concerning plans, objectives, goals, strategies and future events and underlying assumptions thereof. Such forward-looking statements involve known and unknown risks, uncertainties expressed or implied by such forward-looking statements to be materially different from those projected. Such factors include, among others, general economic and business conditions which may impact demand for the Company's solar generated pumps and electricity; changes in tax laws and regulations; the ability of the Company to implement its marketing strategy and to expand its business in the worldwide market the ability of the Company to build its production facility up to the level of efficiency and output of its planned production and changes in laws and government regulations applicable to the Company, including laws in foreign nations.


CONTACT: WorldWater Corp.
Quentin T. Kelly, 609/818-0700

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