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Forward Water Technologies Corp. and Fraser Mackenzie Accelerator Corp. Announce Proposed Business Combination

TORONTO, ON / ACCESSWIRE / May 14, 2024 / Forward Water Technologies Corp. (" FWTC ") (TSXV:FWTC) and Fraser Mackenzie Accelerator Corp. (the " FMAC ") (TSXV: FMAC.P) are pleased to announce they have entered into a letter of intent (the " LOI ") dated May 13, 2024, which outlines the general terms and conditions of a proposed business combination, by way of an amalgamation, arrangement, or other similar form of transaction, which will result in FMAC becoming a wholly-owned subsidiary of FWTC or otherwise combining its corporate existence with that of FWTC (the " Transaction "). FWTC, after completion of the Transaction, is referred to as the " Resulting Issuer ".

This strategic business combination between FWTC and FMAC marks a significant milestone for both entities. FMAC is contributing its founders' extensive public market and business experience to FWTC, a pioneering entity with a revolutionary method for economically filtering water. With FWTC's proven concept and existing customer base coupled with FMAC's financial resources and access to capital, this partnership heralds an era of accelerated growth and innovation. Together, we are poised to revolutionize the water filtration industry, offering enhanced solutions that drive efficiency, sustainability, and profitability. This combination not only amplifies the strengths of both entities, but also underscores our collective commitment to delivering value to our stakeholders and shaping the future of the industry.

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.

FWTC is a publicly traded Canadian company. Its common shares (the " FWTC Shares ") are listed for trading on the TSXV under the stock symbol FWTC. FWTC is dedicated to saving the earth's water supply using its patented Forward Osmosis technology. FWTC was founded by Green Centre 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. In addition, the Company has initiated early-stage R&D for the treatment of food and beverage process streams.

Terms of the Transaction

The LOI was negotiated at arm's length. The LOI contemplates that FWTC and FMAC will negotiate and enter into a definitive agreement (the " Definitive Agreement ") including the following terms:

All issued and outstanding FMAC Shares will be exchanged for FWTC Shares (as defined below) at an exchange ratio of 10.3666848 FWTC Shares for every one (1) FMAC Share (the " Exchange Ratio ") with a total of 213,253,073 pre-Consolidation FWTC Shares being issued based on the 20,571,000 FMAC Shares that are issued and outstanding (which excludes any securities that will be issued in connection with the Concurrent Financing (as defined below)).

Each outstanding option and warrant to purchase an FMAC Share will be exchanged for or converted into comparable FWTC options or FWTC broker warrants based on the Exchange Ratio with each such FWTC Option or FWTC Broker Warrant entitling the holder to purchase FWTC Shares at the applicable exercise prices, with the appropriate adjustments for the Exchange Ratio.

FMAC will complete a minimum concurrent financing of at least $1,500,000 in gross proceeds, such minimum subject to reduction to $1,400,000 at FMAC's discretion (the " Concurrent Financing "), consisting of one or more private placements of subscription receipts at a price of $0.15 per subscription receipt (equivalent to $0.0145 per FWTC Share on a pre-exchange basis - the " Concurrent Financing Price "), each subscription receipt entitling the holder to receive one common share and one-half of a common share purchase warrant, each whole such warrant entitling 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 subscription receipts would convert into the underlying FMAC Shares and warrants immediately prior to completion of the Transaction, which FMAC Shares and warrants would be exchanged for FWTC Shares and like warrants of FWTC based on the Exchange Ratio pursuant to the Transaction. Assuming that $1,500,000 is raised in the Concurrent Financing this will result in 103,666,848 pre-Consolidation FWTC Shares being issued to the investors in the Concurrent Financing on closing of the Transaction.

FMAC will provide FWTC with a secured loan in the amount of $250,000 (the " FMAC Loan "), $25,000 of which will be advanced forthwith, with the balance to be advanced promptly upon receipt of TSXV approval thereof. The FMAC Loan will follow advances by First Line Venture Partners Corporation (" FirstLine ") and Sustainable Chemistry Alliance (" SCA "), in an aggregate amount of $200,000. The First Line and SCA advances and the FMAC Loan will share a pari passu first ranking secured position, will mature on December 31, 2024 and will in each case 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, with no interest being charged prior to such date. $100,000 principal amount of the First Line and SCA loans will convert into FWTC Shares and warrants concurrently with the completion of the Transaction at a price equivalent to the Concurrent Financing Price and with the warrants having terms economically equivalent to the warrants issued pursuant to the Concurrent Financing. If the Transaction is not completed no portion of the First Line and SCA loans will be convertible.

First Line and SCA each hold greater than 20% of the outstanding FWTC Shares and as such are considered related parties for the purposes of Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101"). The participation of First Line and SCA will constitute a "related party transaction" within the meaning of MI 61-101. FWTC 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 First Line or SCA, nor the consideration to be received for the securities, will exceed 25 per cent of FWTC's market capitalization. The Board of Directors of FWTC has unanimously approved the issuances and no materially contrary view or abstention was expressed or made by any director in relation to the issuances. FWTC did not file a material change report in respect of the participation of FirstLine or SCA in the issuances at least 21 days before anticipated closing as FWTC wished to close on an expedited basis for sound business reasons.

Green Centre has agreed to convert approximately $31,000 in interest and penalties on its $300,000 principal amount of debt (the " Green CentreDebt ") with FWTC into 2,168,987 FWTC Shares at a conversion price equivalent to the Concurrent Financing Price, contemporaneously with the closing of the Transaction (" Closing ").

It is anticipated that upon completion of the Transaction, and presuming achievement of $1.5 million in gross proceeds from the Concurrent Financing and after giving effect to the Concurrent Financing and the conversion of amounts advanced by First Line, SCA and the FMAC Loan, but before conversion of the interest and penalties pursuant to the Green Centre Debt, the current shareholders of FWTC will hold approximately 26.91% of the total issued and outstanding shares of the Resulting Issuer and the current shareholders of FMAC will hold approximately 48.54% of the total issued and outstanding shares of the Resulting Issuer. It is anticipated that FWTC will complete a "ten (10) old shares for one (1) new share" share consolidation (the " Consolidation ") immediately following completion of the Transaction.

FMAC currently has issued and outstanding (i) 20,571,000 FMAC Shares, (ii) stock options to purchase 2,057,100 FMAC Shares and (iii) broker warrants to purchase 1,437,100 FMAC Shares.

Operations of the Resulting Issuer

As a result of the Transaction, the Resulting Issuer will continue to carry on FWTC's current business and remain listed on the TSXV as a Tier 2 Industrial Issuer, subject to TSXV approval.

Management of the Resulting Issuer

If the Transaction is completed, at the Closing, it is expected that the management team of the Resulting Issuer will remain the management team of FWTC, but be supplemented by two additional officers, and the board of directors of the Resulting Issuer on Closing will be comprised of seven persons with four directors nominated by FMAC from among its current directors, remaining two directors nominated by FWTC one independent director to be agreed upon, all subject to TSXV approval. Ms. Lea M. Ray, and Messrs. Howie Honeyman, Andrew Pasternak, and Gerry Goldberg are expected to resign from the FWTC board of directors upon Closing, and Messrs. Philip Benson, Donald Bent, David Iacobelli, and Michael Liik are expected to be appointed to the FWTC board of directors upon Closing. Also, two new Officers of the Resulting Issuer are expected to be appointed: Robert Eberschlag as Corporate Secretary and Michael Lambert as Executive Vice- President Business Development, Western Markets.

Biographies and titles of the proposed directors and officers of the Resulting Issuer are set out below.

C. Howie Honeyman - Chief Executive Officer and President

Mr. Honeyman is the Chief Executive Officer, President and a director of FWTC. He has 20 years of experience commercializing new technologies at Xerox, Cabot Corp., E Ink, Natrix Separations and as former CTO of Green Centre Canada. Mr. Honeyman Commercialized high capacity high through-put membranes for bioprocessing as SVP of Natrix Separations which was recently acquired by Millipore-Sigma. Other Commercial Success': E-paper at E-Ink an MIT start-up- invented and led the team that developed the first commercial platform of e-paper used in e-readers today. Since 2015, Mr. Honeyman has been leading Forward Water to become a premier wastewater treatment solution. Mr. Honeyman is also an inventor of record on over 50 US patents and holds a PhD in chemistry from the University of Toronto.

Mike Willetts - Chief Financial Officer

Mr. Willetts is currently the Chief Financial Officer of FWTC. He has over 25 years in financial leadership roles primarily in manufacturing from large multinational businesses to startups, both public and private. His first career was as an engineer in the automotive industry before entering into finance at the Ford Motor Company.Mr. Willetts went on to progressively larger finance roles in several international automotive suppliers (Textron, GKN, DSM) and Canadian manufacturers (Armtec, Stronach International, AirBoss of America). Michael is currently providing fractional CFO services through WD Numeric Corporate Services and Fresh Consulting in the manufacturing, SaaS, entertainment, and cannabis industries. Mr. Willetts is a Professional Engineer and has a BASc, BComm,and MBA from the University of Windsor.

Wayne Maddever, Ph.D., P.Eng. - Chief Operating Officer and Director

Dr. Maddever is currently the Chief Operating Officer and a Director of FWTC. He received his Ph.D. in Materials Science Engineering from the University of Toronto. Since 1985 he has held senior executive management positions with technically based businesses in start-up, turnaround or acquisition situations where his skills at change management have brought considerable success in the commercialization of new technologies. His experience in both private and public companies, both domestically and internationally, spans a broad variety of industries, including bio- and advanced materials, precision manufacturing, recycling, waste to energy and medical devices. He holds a number of patents in several fields. He is a Fellow of the Canadian Academy of Engineering. In addition to his duties as COO of Forward Water, he is currently Portfolio Manager at Bio industrial Innovation Canada, one of the major shareholders of Forward Water.

John Koehle -- Director

Mr. Koehle is currently a director of FWTC. He has served as director of FWTC since 2019. Mr. Koehle has over 8 years of experience supporting the commercialization of early- stage companies. Mr. Koehle's experience includes working in industries such as environmental, transportation, information technology, food, and medical. Mr. Koehle is also the Principal and Managing Director of First Line Venture Partners Corporation, a privately held venture capital firm. Over the past 15 years, he has served on numerous boards in both corporate and not-for-profit sectors. Mr. Koehle holds as B.A.Sc. in Mechanical Engineering from the University of Waterloo.

Philip Benson -- Director

Mr. Benson is currently the Chief Executive Officer, President and a Director of FMAC, as well as being a Managing Partner of Fraser Mackenzie Merchant Capital Corp. (" FMMC "), a privately-owned, Toronto-based private fund manager and financial advisory services partnership focused on helping lower middle market companies grow, primarily in Canada, since 2011. Prior to establishing FMMC in 2011, Mr. Benson spent 4 years at Fraser Mackenzie Limited, where he led the firm's diversified industries investment banking activities. Prior to that, he was a Director at Blackmont Capital (formerly First Associates) providing investment banking services to a clientele spanning the industrial, technology and consumer products sectors. From 1993-1999, he was a Vice President and partner at MMI Group, a Toronto based money manager and merchant bank. He has authored a number of articles for Canadian and international publications, including a comprehensive study of Canada's aerospace industry. He is also the author of The 50 Best Stocks to Own in Canada, published by Macmillan Canada in 2001. Mr. Benson is a former member of the Canadian Forces. Mr. Benson sits on the Board of Vision Utility Services Inc. and Yangaroo Inc. (YOO-TSXV).

Donald Bent, CPA, CA - Director

Mr. Bent is the Chief Financial Officer and a Director of FMAC, as well as being a co- founder of FMMC. He has spent 11 years as a managing partner and member of the investment committee of two mezzanine debt funds, which provided first and second secured term debt facilities to profitable mid-sized Canadian businesses. Prior to joining FMMC, Mr. Bent co founded Latitude Partners, where he raised and co-managed one of Canada's first buyout funds aimed specifically at the technology industry. More recently, Mr. Bent was also a partner and member of the investment committee at Fulcrum Capital Partners (formerly HSBC Capital (Canada) Inc.). During Mr. Bent's tenure, Fulcrum/HSBC Capital was involved in the management and investment of various funds with a mandate to provide mezzanine financing as well as private equity to mid-sized businesses. Prior to Fulcrum and Latitude Partners, Mr. Bent held various positions at TD Securities and KPMG.

David Iacobelli - Director

Mr. Iacobelli, a director of FMAC, brings a wealth of experience to the company. He is a senior executive with extensive expertise in business transformation, strategic leadership, and organizational effectiveness. Throughout his career, Mr. Iacobelli has demonstrated progressive experience in various domains including brand building, team leadership, innovation, strategy development, P&L management, operations, digital transformation, mergers & acquisitions, government relations, media, and sustainability. With 24 years in the consumer-packaged goods industry, Mr. Iacobelli has worked with multiple tier-one organizations such as Coca-Cola, Kraft Foods, Mondelez, and Clorox. After this, he served as the Chief Commercial Officer at Flanagan's Food service, starting in March 2022. In this role, he oversaw Sales, Marketing, Category Management, and Supply Chain functions. Most recently, Mr. Iacobelli moved into Private Equity and is now the President and CEO of a Bakery Ingredients Distribution business. He also provided consulting services from October 2021 to February 2022.Prior to his role at Flanagan's Food service, from September 2018 to October 2021, Mr. Iacobelli led the "Clorox Company of Canada" business unit as President and General Manager.From March 2015 to September 2018, he led the Clorox Company of Canada Sales division, which was later expanded to include the Clorox Company International Sales organization in December 2017. This expansion encompassed 23 countries and 100 markets.

Michael Liik, P.Eng - Director

Mr. Liik is a director of FMAC, as well as being a co-founder and Managing Partner of FMMC. He has an MBA and is a Professional Engineer with both business and engineering degrees obtained from the University of Toronto. Michael's unique 40-year career combines extensive operations leadership experience with principal investing and merchant banking expertise. Prior to FMMC, Michael was a partner with HSD Partners,a private equity firm and is a principal at Liikfam Holdings Inc., an early-stage venture investor. His public company senior management roles have included CEO and co-founder of Cymat Technologies Ltd. (CYM-TSXV) from 1999 to 2004 (he is currently CEO and Chairman); VP Corporate Development, Slater Steel from 1993 to 1998 (with responsibilities of COO); and VP Development, Horsham Corporation in Berlin (predecessor to Trizec Corporation) from 1990 to 1993. Michael began his career at National Bank and was a founding member of its mezzanine real estate lending and investment group. Michael has been a board member of numerous public and private companies with current roles including Northern Birch Credit Union and Cymat Technologies Ltd.

Michael (Mike) R. Lambert, ICD.D, CPA, CA - Executive Vice-President, Business Development, Western Markets Mr. Lambertis currently a director of FMAC. He has over 30 years of successful executive and board leadership in Canadian public and private companies in various industries. Mike is a professional director devoting his time to for profit and not for profit boards. During his career Mr. Lambert has been involved in a multitude of companies. These include Calgary Co-op, Canadian Tire Corporation, the George Weston Loblaw group (Real Canadian Superstores), The South am Newspaper Group (The National Post),Mark's Work Wearhouse, The Forzani Group(Sport Chek), Parkland Fuel Corporation, Canadian Pacific Railway, Yellow Pages Group, and Premium Brands Inc. During this time, Mr. Lambert has been involved in a multitude of transactions (financings, acquisitions, divestitures) in excess of $5 billion. Public company boards that Mr. Lambert served on include Mark's Work Wearhouse Ltd., Yellow Pages Group, Premium Brands Inc., and Gemini Corporation. Upon retiring from executive life, Mr. Lambert was elected to the Board, (January 2017 to March 2020) of The Calgary Co-Op, a billion dollar top line Cooperative Company which successfully operates grocery, fuel, wine, spirits and beer, and cannabis retailing in the Calgary market. Mr. Lambert was Chair of the Governance Committee of Calgary Co-Op. Mr. Lambert also was a Citizen Member of the City of Calgary Audit Committee (October 2017 to October 2023). Mr. Lambert also served on the Board of Directors of Millennium EMS Solutions (MEMS) (March 2019 to April 2022). MEMS is a private Environmental Services Company based in Alberta servicing the Natural Resources Industries. Mr. Lambert also joined the Board of Directors of Gemini Corporation (August 2016 to April 2018) and served as Chair of the Audit Committee. Gemini, as a public company on the TSXV, carried on the business of an integrated project construction company focused on energy and industrial facilities primarily in Alberta. In the Not-for-Profit area, Mr. Lambert was on the Board of the Association of the Rehabilitation of the Brain Injured (ARBI), January to October of 2018 after a brain Injury of a family member and joined the Board of Directors of the Sinneave Family Foundation, a Foundation in Support of Autism (July 2018 to present) and currently serves as Past Chair of the Board. As a long-time advocate of Good Governance, he is the recipient of various Canadian awards including Best Corporate Governance, Best Investor Relations and Best Annual Report.He also was a recipient of the prestigious Canadian Deal maker of the Year award.

Robert Eberschlag - Corporate Secretary

Mr. Eberschlag is the Corporate Secretary and a Director of FMMC, as well as being a practising senior corporate and securities partner with WeirFoulds LLP, a Toronto-based law firm. Mr. Eberschlag has over twenty-four years' experience advising public companies and investment banks in connection with corporate finance, mergers and acquisitions, corporate governance and regulatory compliance matters. He is particularly experienced with TSXV matters, including CPC IPOs, Qualifying Transactions, reverse take-overs, business combinations, plans of arrangement, and public and private securities offerings.

Conditions Precedent

Completion of the Transaction is subject to a number of conditions, including but not limited to:

  • satisfactory completion of due diligence;

  • execution of the Definitive Agreement by May 21, 2024;

  • completion of the Concurrent Financing;

  • advances of the FMAC Loan, and the amounts by First Line and SCA;

  • FWTC's aggregate liabilities, after giving effect to the conversion of the FMAC Loan and the amounts advanced by First Line and SCA, not exceeding $800,000, calculated immediately before Closing;

  • FMAC's assets net of liabilities being at least$1,250,000;

  • receipt of all director and shareholder approvals of both FMAC and FWTC at the requisite shareholder approval thresholds, as well as acceptance of the TSXV;

  • confirmation that no adverse material change in the business, affairs, financial condition or operations of FWTC or FMAC has occurred; and

  • material compliance by both FWTC and FMAC with the LOI, except as superseded by the Definitive Agreement.

Shareholders Meetings

FMAC will be required to convene and hold a meeting (the " FMAC Shareholder Meeting ") of its shareholders (the " FMAC Shareholder s") prior to the Closing in order to consider a special resolution approving the Transaction (which resolution shall be subject to such voting thresholds as shall be required by corporate law and separately be subject to ordinary "minority approval" in accordance with the policies of the TSXV). FMAC and its board of directors shall recommend to FMAC Shareholders that they vote in favour of and adopt and approve the Transaction and any materials presented to FMAC Shareholders shall include a statement to that effect.

FWTC will be required to convene and hold a meeting (the " FWTC Shareholder Meeting ") of its shareholders (the " FWTC Shareholder s") prior to the Closing in order to: (a) consider an ordinary resolution approving the Transaction (which resolution shall be subject to approval of the disinterested shareholders in accordance with the policies of the TSXV); and (b) consider a special resolution approving of the Consolidation, (collectively, the " FWTC Shareholder Meeting Matters "). FWTC and its board of directors shall recommend to FWTC Shareholders that they vote in favour of and adopt and approve the FWTC Shareholder Meeting Matters and any materials presented to FWTC Shareholders shall include a statement to that effect.

Each of the directors and officers of FWTC shall, contemporaneously with or prior to the execution of the Definitive Agreement, enter into a voting support agreement with FMAC in form and substance satisfactory to FMAC agreeing to vote all of their securities held in FWTC in favour of approving the FWTC Shareholder Meeting Matters, unless excluded from voting in accordance with the policies of TSXV or other applicable rules and regulations.

The Transaction will be carried out by parties dealing at arm's length to one another and therefore will not be considered a "Non-Arm's Length Qualifying Transaction" as such term is defined in the CPC Policy. The related parties of FWTC and FMAC do not own any interests in each other.


FMAC intends to make an application for exemption from the sponsorship requirements of the TSXV in connection with the Transaction; however, there is no assurance that the TSXV will exempt FMAC from all or part of the applicable sponsorship requirements.

Trading in the FMAC Shares has been halted in accordance with TSXV policies and is not expected to resume trading until completion of the Transaction

Selected Financial Information

The following is selected unaudited historical financial information for FWTC as of December 31, 2023.

Revenue: $55,234 Net Loss and Comprehensive Loss: $(1,220,786) Total Assets: $ 1,825,121 Total Liabilities: $1,047,583

Further Information

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.

Cautionary Statements

All information contained in this press release with respect to the FMAC and FWTC was supplied by the respective party for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the Transaction is subject to a number of conditions, including but not limited to, acceptance of the TSXV and if applicable pursuant to the requirements of the TSXV, and the obtaining of the FMAC Shareholder Approval and the FWTC Shareholder Approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

FMAC's principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. Investors are cautioned that trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act ") or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

For further information:

Fraser Mackenzie Accelerator Corp.Philip Benson, President & Chief Executive OfficerEmail: pbenson@frasermackenzie.comTelephone: 416-818-6163

Forward Water Technologies Corp.C. Howie Honeyman, Chief Executive OfficerE-mail: howie.honeyman@forwardwater.comTelephone: (519) 333-5888

Neither 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 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 expected composition of the board of directors of the Resulting Issuer, the completion and timing of the application to the TSXV in respect of the Transaction, the proposed structure by which the Transaction is to be completed, the ability of FWTC and FMAC to meet the conditions of the Transaction in the required time frames, 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 negotiation of the Definitive Agreement on satisfactory terms, 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 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.





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