Forward Water Technologies receives $5.17 million for commercialization of its osmosis technology
The technology allows manufacturing operations to clean their wastewater that would otherwise require costly disposal.
Forward Water Technologies Inc. ("FWT") and Hope Well Capital Corp.* (TSXV: HOPE) ("HWCC" or the "Company") are pleased to announce the completion of FWT's first tranche of its brokered private placement of subscription receipts ("Subscription Receipts") at a price of $1.00 per Subscription Receipt for aggregate gross proceeds of $5,170,000 (the "Financing").
The Financing was led by Research Capital Corporation, as lead agent and sole book runner (the "Lead Agent"), on behalf of a syndicate of agents, including WD Capital Markets Inc. and Fraser Mackenzie Corporate Finance, a division of Waverley Corporate Financial Services Ltd. (together with the Lead Agent, the "Agents"). FWT anticipates completing a second tranche for additional gross proceeds of $1,000,000 within the next two weeks. Pursuant to the completion of the first tranche and the anticipated second tranche of its Financing, the aggregate gross proceeds to FWT is expected to be $6,170,000.
Subscription Receipt Financing
FWT completed the Financing pursuant to an agency agreement dated June 4, 2021 with HWCC and the Agents. Under the terms of the Financing, FWT issued 5,170,000 Subscription Receipts at a price of $1.00 per Subscription Receipt for gross proceeds of $5,170,000. Immediately prior to the closing of the Proposed Transaction, and provided the escrow release conditions in the Subscription Receipt Agreement (as defined below) ("Escrow Release Conditions") are satisfied or waived (to the extent waiver is permitted), each one Subscription Receipt will be converted automatically, for no additional consideration, into one unit of FWT (an "FWT Unit"). Each FWT Unit will consist of one common share in the capital of FWT (a "FWT Share") and one-half of one common share purchase warrant of FWT (each whole warrant, an "FWT Warrant"). Each FWT Unit will be exchanged for five units of the Resulting Issuer (the "Resulting Issuer Units") upon the completion of the Proposed Transaction. Each Resulting Issuer Unit will be comprised of one common share of the Resulting Issuer (a "Resulting Issuer Share") and one-half of one common share purchase warrant of the Resulting Issuer, with each whole warrant entitling the holder thereof to acquire one Resulting Issuer Share at a price of $0.25 for a period of 24 months following the completion of the Proposed Transaction, subject to adjustment in accordance with the terms of the warrant indenture entered into among FWT, HWCC and TSX Trust Company, as warrant agent, dated June 3, 2021.
The gross proceeds of the Financing, net of the Agents' expenses and 50% of the Agents' commission and fees (the "Escrowed Funds"), are being held in escrow pursuant to the terms of a subscription receipt agreement dated May 14, 2021 between FWT, the Lead Agent and TSX Trust Company, as registrar and transfer agent for the Subscription Receipts and as escrow agent for the Escrowed Funds (the "Subscription Receipt Agreement"). Upon satisfaction or waiver of the Escrow Release Conditions, the Escrowed Funds together with any interest earned thereon, will be released to the Resulting Issuer (and the Agents in respect of the remaining Agents' commission and fees) in accordance with the terms set out in the Subscription Receipt Agreement. If the Escrow Release Conditions are not satisfied or waived, or if the Proposed Transaction is not completed, the Subscription Receipts will be cancelled without any further action and the Escrowed Funds together with any interest earned thereon will be returned to subscribers on a pro rata basis with any shortage of funds being paid by FWT. On closing of the Proposed Transaction, FWT will pay a finder 220,640 FWT Shares and a $220,640 cash finder's fee. Upon completion of the Proposed Transaction, the Escrowed Funds, together with any interest earned thereon, will be used to further develop the business of the Resulting Issuer and for general working capital purposes.
About Forward Water Technologies Inc.
FWT is an Ontario corporation dedicated to the commercialization of its proprietary forward osmosis technology. The technology allows manufacturing operations to clean their wastewater that would otherwise require costly disposal. The technology also enables the reclamation of up to 90% of the waste as clean water and the return of this valuable resource to the environment. Alternatively, the clean water can be reused by manufacturing operations to reduce their overall water consumption and environmental footprint.
FWT's corporate office is located in Toronto, Ontario and its research, development and engineering office is located in Sarnia, Ontario. For more information on Forward Water Technologies Inc., please visit: https://www.forwardwater.com.
HWCC is a CPC governed by the policies of the TSXV. HWCC's principal business is the identification and evaluation of assets or businesses with a view to complete a Qualifying Transaction. Investors are cautioned that trading in the securities of a CPC should be considered highly speculative.
The Common Shares in the capital of HWCC are currently halted from trading pending completion of the Proposed Transaction. the Resulting Issuer will be a technology issuer under TSXV polices.
All information contained in this news release with respect to HWCC and FWT was supplied, for inclusion herein, by the respective parties and each party and its directors and officers have relied on the other party for any information concerning the other party.
Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, completion of satisfactory due diligence, completion of the Financing, TSXV acceptance and, if applicable, pursuant to policies of the TSXV, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of HWCC should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.
This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information can be identified by words such as: "intend", "believe", "estimate", "expect", "may", "will" and similar references to future periods. Examples of forward-looking information include, among others, statements made regarding the terms and conditions of the Proposed Transaction, the Financing, the Name Change, as well as information relating to FWT. The information about FWT contained in this news release has not been independently verified by HWCC. Although HWCC believes that, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because HWCC can give no assurance that they will prove to be correct.
Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks (i) that the parties will not proceed with the Proposed Transaction or the Name Change; (ii) that the ultimate terms of the Proposed Transaction or the Name Change will differ from those that currently are contemplated; and (iii) that the Proposed Transaction or the Name Change will not be successfully completed for any reason (including the failure to fulfill conditions of listing on the TSXV and inability to obtain required regulatory approvals). The forward-looking statements contained in this news release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.
This news release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
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.
*Hope Well Capital Corp. is in no way affiliated with or related to Hopewell Capital Corporation, a separate pre-existing business purportedly engaged in the field of venture capital across Canada, or the Hopewell Group of Companies' multi-faceted real estate and logistics group.
SOURCE Hope Well Capital Corp.