TORONTO, ON / ACCESSWIRE / June 19, 2024 / Forward Water Technologies Corp. ("FWTC") (TSXV:FWTC) and Fraser Mackenzie Accelerator Corp. (the "MAC") (TSXV:FMAC.P) are pleased to announce that, further to their joint news release of May 14, 2024 announcing the proposed transaction between FWTC and FMAC (the "Transaction"), they continue to work to advance the Transaction.
Loan Advance
FMAC has advanced to FWTC an additional $25,000 by way of a secured loan (the "FMAC Loan"). The FMAC Loan shares a pari passu security ranking with FMAC's previous loan of to FWTC of $25,000 and with loans previously advanced by existing FWTC shareholders FirstLine Venture Partners Corporation and Sustainable Chemistry Alliance. The FMAC Loan will mature on December 31, 2024 and will bear interest at a rate of 20% per annum commencing on the date that is 120 days following the entering into of the definitive agreement to be entered into in connection with the Transaction, with no interest being charged prior to such date. FMAC has obtained TSXV approval to loan up to $225,000 to FWTC (inclusive of the $25,000 FMAC Loan).
FWTC and FMAC continue to work towards execution of the definitive agreement. The Transaction is intended to be FMAC's qualifying transaction for purposes of TSX Venture Exchange ("TSXV") policies. FWTC, after completion of the Transaction, is referred to as the "Resulting Issuer".
Concurrent Financing
In conjunction with the Transaction, FMAC proposes to raise a minimum of $1,400,000 in gross proceeds from the sale of FMAC subscription receipts (each, a "Subscription Receipt") at a price of $0.15 per Subscription Receipt (the "Concurrent Financing Price"). Each Subscription Receipt will entitle the holder to receive one FMAC common share (an "FMAC Share") and one-half of a FMAC common share purchase warrant, each whole such warrant (an "FMAC Warrant") will entitle the holder to purchase one FMAC Share at an exercise price of $0.20 at any time prior to the third anniversary of the issuance of such warrant.
The Transaction is proposed to occur following a 10 for 1 consolidation of the FWTC common shares: (a) the FMAC Shares (including, for greater certainty, the FMAC Shares issued upon exercise of the Subscription Receipts) will be exchanged on an approximately one for one basis for common shares in the capital of FWTC ("Resulting Issuer Shares") and the FMAC Warrants will be exchanged on an approximately one for one basis for common share purchase warrants of FWTC ("Resulting Issuer Warrants; and (b) the Resulting Issuer Shares will be listed on the TSXV. Assuming that $1,400,000 is raised in the Concurrent Financing, this will result in 97,127,920 pre-consolidation Resulting Issuer Shares (or 9,712,792 post-consolidation Resulting Issuer Shares) being issued to the investors in the concurrent financing on closing of the Transaction. The Concurrent Financing Price is equivalent to $0.0144 per FWTC Share on a pre-exchange, pre-consolidation basis, or $0.144 per FWTC Share on a pre-exchange, post-consolidation basis.
Further Information
For more information concerning the Transaction, see the Company's news release dated May 14, 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 CPC Policy.
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. The Company was founded by GreenCentre Canada, a leading technology innovation centre supported by the government of Canada. The Company's technology allows for the reduction of challenging waste streams simultaneously returning fresh water for re-use or surface release. The Company'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 is 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, the Company has initiated early-stage R&D for the treatment of food and beverage process streams.
For more information, please visit www.forwardwater.com.
About Fraser Mackenzie Accelerator Corp.
FMAC is a "capital pool company" which completed its initial public offering on February 22, 2023. The common shares of FMAC ("FMAC Shares") are listed for trading on the TSX Venture Exchange Inc. ("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 Transaction, when completed, will constitute the "Qualifying Transaction" of FMAC pursuant to Policy 2.4 - Capital Pool Companies (the "CPC Policy") of the TSXV.
Contact Information:
Fraser Mackenzie Accelerator Corp.
Philip Benson, President & Chief Executive Officer
Email: pbenson@frasermackenzie.com
Telephone: 416-818-6163
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 press 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 press 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 press release contains forward looking statements concerning the Transaction, the Concurrent Financing, the Consolidation, the ability of FWTC and FMAC to meet the conditions of the Transaction in the required timeframes, the execution of a Definitive Agreement, obtaining the necessary exemptions and approvals from the TSXV or other regulatory bodies, including the business, name and function of the Resulting Issuer and certain financial information and forecasts. FWTC and FMAC caution that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of FWTC and FMAC, including expectations and assumptions concerning the FWTC, FMAC, the Resulting Issuer, the Transaction, the timely receipt of all required shareholder, court (if applicable) and regulatory approvals (as applicable), including the acceptance of the TSXV, the satisfaction of other closing conditions in accordance with the terms of the Definitive Agreement, as well as other risks and uncertainties, including those described in FWTC and FMAC's respective disclosure documents available on SEDAR+ at www.sedarplus.ca. The reader is 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 FWTC and FMAC. The reader is cautioned not to place undue reliance on any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release, and neither FWTC nor FMAC undertake 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, except as expressly required by securities law.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
SOURCE: Forward Water Technologies Corp.
View the original press release on accesswire.com
