Not for distribution to U.S. news wire services or for dissemination in the United States.
Forward Water Technologies Corp. (‘FWTC’) (TSXV:FWTC) is pleased to announce that, Fraser Mackenzie Accelerator Corp. (‘FMAC’) today announced that closed the first tranche of its previously announced private placement of subscription receipts of FMAC (the ‘Subscription Receipts’), consisting of the issuance of an aggregate of 12,292,923 Subscription Receipts at a price of C$0.107 per Subscription Receipt (the ‘Issue Price’) for aggregate gross proceeds of C$1,315,342.76 (the ‘Offering’). The Offering was completed in connection with the previously-announced arm’s length transaction (the ‘Transaction’) proposed to be completed by FMAC and FWTC, further details of which may be found in the prior news releases of FWTC, including the most recent news release of FWTC relating to the Transaction dated July 22, 2024
The Subscription Receipts were created and issued pursuant to the terms of a subscription receipt agreement dated September 11, 2024 (the ‘Subscription Receipt Agreement‘) between FMAC and TSX Trust Company (the ‘Subscription Receipt Agent‘), as subscription receipt agent. Upon the satisfaction and/or waiver of certain escrow release conditions (the ‘Escrow Release Conditions‘) specified in the Subscription Receipt Agreement at or before January 9, 2025 (the ‘Escrow Release Deadline‘) each Subscription Receipt will be deemed to be automatically converted, without payment of additional consideration or further action by the holder thereof, into one unit of FMAC (each, a ‘Unit‘). Each Unit consists of one common share in the capital of FMAC (each, a ‘FMAC Share‘), and one-half of a common share purchase warrant of FMAC (each such whole warrant, a ‘Warrant‘). Each Warrant will entitle the holder thereof to acquire one (1) Common Share at an exercise price of $0.15 for a term expiring on the third anniversary of the closing of the Transaction. Upon completion of the Transaction, each FMAC Share will be immediately exchanged for 0.95 (the ‘Exchange Ratio‘) common share of FWTC (after giving effect to FWTC’s proposed 10 to 1 share consolidation), and each Warrant will be adjusted to entitle the holder to purchase common shares of the Resulting Issuer (as defined below) based on the Exchange Ratio at a purchase price of $0.1579 per share. FMAC and FWTC are currently aiming to close the Transaction on or about September 30, 2024, subject to the timely satisfaction of a number of customary closing conditions, all as more particularly described in FWTC’s management information circular dated August 20, 2024.
At the closing of the Transaction, FMAC will pay to certain finders (each, a ‘Finder‘) a fee comprised of: (a) a cash fee not exceeding 8.0% of the gross proceeds raised from subscriptions in the Offering from persons who participate in the Offering that were introduced to FMAC by such Finder (the ‘Finder’s Fee‘), and (b) a number of compensation warrants (the ‘Finder Warrants‘) issued by FMAC that equal to not more than 8.0% of the total number of Subscription Receipts issued to persons who participate in the Offering that were introduced to FMAC by each Finder. Each Finder Warrant shall entitle the holder to subscribe for one Unit at the Issue Price for a period of twenty-four (24) months from the date that the common shares of FTWC (following the closing of the Transaction) (the ‘Resulting Issuer‘)commence trading on the TSX Venture Exchange (the ‘TSXV‘). The terms of the Finder Warrants will be subject to adjustment based on the Exchange Ratio.
Upon closing of the Offering, the gross proceeds of the Offering were deposited in escrow with the Subscription Receipt Agent pending satisfaction and/or waiver of the Escrow Release Conditions in accordance with the provisions of the Subscription Receipt Agreement. Unless the requisite approval is obtained pursuant to and in accordance with the terms of the Subscription Receipt Agreement, if the Escrow Release Conditions are not satisfied and/or waived on or before the Escrow Release Deadline, each of the then issued and outstanding Subscription Receipts will be cancelled and the Subscription Receipt Agent will return to each holder of Subscription Receipts an amount equal to the aggregate Issue Price of the Subscription Receipts held by such holder plus an amount equal to the holder’s pro rata share of any interest or other income earned on the escrowed funds (less applicable withholding tax, if any).
The proceeds of the Offering are expected to be principally used for corporate and administrative expenses of the Resulting Issuer.
Certain directors of FMAC subscribed for $100,000 of Subscription Receipts. The directors of FMAC who participated in the Offering are considered related parties for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (‘MI 61-101‘), and their purchase of Subscription Receipts constitutes a ‘related party transaction’ within the meaning of MI 61-101. FMAC is relying upon exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a), respectively – Fair Market Value Not More Than 25 Per Cent of Market Capitalization, on the basis that at the time the issuances were agreed to, neither the fair market value of the securities to be distributed to the FMAC directors, nor the consideration to be received for the securities, exceeds 25 per cent of FMAC’s market capitalization. The Board of Directors of FMAC has, subject to the appropriate recusal of the interested directors, unanimously approved the issuances and no materially contrary view or abstention was expressed or made by any director in relation to the issuances. FMAC will not file a material change report in respect of the participation of the directors in the issuances at least 21 days before anticipated closing of the Offering issuance as FMAC wishes to close on an expedited basis for sound business reasons.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States or in any other jurisdiction, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the U.S. Securities Act, or any state securities laws, and accordingly, may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom.
About Forward Water Technologies Corp.
Forward Water Technologies Corp. (TSX.V: FWTC) is a publicly traded Canadian company dedicated to saving the earth’s water supply using its patented Forward Osmosis technology. FWTC was founded by GreenCentre Canada, a leading technology innovation centre supported by the government of Canada. FWTC’s technology allows for the reduction of challenging waste streams simultaneously returning fresh water for re-use or surface release. FWTC’s mandate is to focus on the large-scale implementation of its technology in multiple sectors, including industrial wastewater, oil and gas, DLE, mining, agriculture and ultimately municipal water supply and re-use market sectors.
FWTC has immediate plans to treat brine from the direct lithium extraction (DLE) sector using its mobile pilot equipment this summer in conjunction with its partners. This project will establish FWTC’s iFOTM technology as a valuable component in producing lithium carbonate from aquifer sourced brines for use in applications such as electric vehicle (EV) battery production.
In addition, FWTC has initiated early-stage R&D for the treatment of food and beverage process streams.
About Fraser Mackenzie Accelerator Corp.
The Company is a ‘capital pool company’ which completed its initial public offering on February 22, 2023. The FMAC Shares are listed for trading on the TSXV under the stock symbol FMAC.P. FMAC has not commenced commercial operations and has no assets other than cash. It is intended that the Qualifying Transaction, when completed, will constitute the ‘Qualifying Transaction’ of FMAC pursuant to Policy 2.4 – Capital Pool Companies of the TSXV.
For more information, please visit www.forwardwater.com.
Contact Information:
Forward Water Technologies Corp.
C. Howie Honeyman, Chief Executive Officer
E-mail: howie.honeyman@forwardwater.com
Telephone: (519) 333-5888
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Caution Concerning Forward Looking Information
This news release contains forward-looking statements and forward-looking information (collectively, ‘forward-looking statements‘) within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as ‘may”, ‘should’, ‘anticipate’, ‘will’, ‘estimates’, ‘believes’: ‘intends’ ‘expects’ and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning the Qualifying Transaction (including, without limitation, the anticipated timing of the completion thereof, the use of proceeds, and the satisfaction and/or waiver of the Escrow Release Conditions). Forward-looking statements are inherently uncertain, and the actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the parties, including expectations and assumptions concerning (i) the Company, the Resulting Issuer, and the Transaction, and (ii) the timely receipt of all required shareholder, court and regulatory approvals (as applicable), including the approval of the TSXV. Readers are cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Parties. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by the respective management of the Company at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
The forward-looking statements contained in this news release are made as of the date of this news release, and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities law, neither the Company nor FMAC undertakes any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise.
Further Information
For more information concerning the Offering and the Qualifying Transaction, see FMAC’s and the Company’s ‘s joint news releases dated May 14, 2024, June 18, 2024 and July 22, 2024 and the Company’s management information circular dated August 20, 2024. The parties will provide further details in respect of the Transaction in due course by way of press release in accordance with the requirements of the TSXV policies.
SOURCE:Forward Water Technologies Inc.
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