TORONTO, October 25, 2021 – Forward Water Technologies Corp. (formerly Hope Well Capital Corp.*) (TSXV: FWTC) (“HWCC” or the “Company”) is pleased to announce that it has completed its previously announced qualifying transaction in accordance with the TSX Venture Exchange (the “TSXV”) Policy 2.4 – Capital Pool Companies (the “Transaction”). The Transaction was completed pursuant to the terms of a business combination agreement dated June 2, 2021 between Forward Water Technologies Inc. (“FWTI”) and HWCC, which was further amended on August 30, 2021 and October 20, 2021.
The Transaction was completed by way of three-cornered amalgamation whereby FWTI and 2644246 Ontario Limited (“HWCC Subco”), a wholly-owned subsidiary of HWCC, amalgamated under the laws of the Province of Ontario (the “Amalgamation”). Immediately following the completion of the Amalgamation, HWCC changed its name from “Hope Well Capital Corp.” to “Forward Water Technologies Corp.”. Pursuant to the terms of an amalgamation agreement between FWTI, HWCC and HWCC Subco dated October 20, 2021, the outstanding common shares and warrants of FWTI were exchanged for common shares and warrants, respectively, of HWCC on the basis of five HWCC securities for every one FWTI security. Further details regarding the Transaction can be found in the filing statement dated October 6, 2021 and filed under FWT’s profile on SEDAR at www.sedar.com (the “Filing Statement”).
Final acceptance of the Transaction will occur upon the issuance of the final exchange bulletin by the TSXV (the “Final Bulletin”). Subject to final acceptance by the TSXV, the Company will be classified as a Tier 2 Issuer pursuant to TSXV policies. It is anticipated that the common shares in the capital of the Company (the “Common Shares”) will commence trading on the TSXV under the symbol “FWTC” at the opening of markets on or about October 26, 2021.
Subscription Receipt Financing
As previously announced on June 4 and July 26, 2021, FWTI completed two tranches of a brokered private placement of subscription receipts, pursuant to which an aggregate of 6,470,000 subscription receipts were sold by the Company at a price of $1.00 per subscription receipt (the “Subscription Receipts”) for aggregate gross proceeds of $6,470,000.00 (the “Offering”). The Offering was led by Research Capital Corporation, as lead agent and sole book runner, 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. (collectively, the “Agents”).
Upon the satisfaction of the escrow release conditions on October 20, 2021, each Subscription Receipt was converted, for no additional consideration, into one unit of FWTI. Each FWTI unit consisted of one common share in the capital of FWTI and one-half of one common share purchase warrant, with each whole warrant entitling the holder thereof to acquire one FWTI common share at an exercise price of $1.25 for 24 months following the Transaction, subject to adjustment in accordance with the terms of the warrant indenture entered into by and among FWTI, HWCC and TSX Trust Company (“TSX Trust”), as warrant agent, on June 4, 2021. Each FWTI common share and FWTI common share purchase warrant issued pursuant to the conversion of the Subscription Receipts will be exchanged for common shares and warrants, respectively, of the Company on the basis of five Company securities for every one FWTI security.
The proceeds from the Offering were released from escrow on October 22, 2021.
In connection with the Transaction, certain shareholders of the Company entered into a Tier 2 Value Security Escrow Agreement with the Company and TSX Trust, as escrow agent, in respect of 72,333,810 Common Shares and 5,175,000 warrants of the Company (the “Value Escrow Agreement”). Under the terms of the Value Escrow Agreement, 10% of such escrowed securities will be released upon the issuance of the Final Bulletin with subsequent releases of 15% of such escrowed securities occurring 6, 12, 18, 24, 30 and 36 months following the date of the Final Bulletin.
In addition, certain shareholders of the Company are subject to seed share resale restrictions (“SSRRs”) in respect of 1,438,090 Common Shares. The Common Shares subject to SSRRs will be released on the same terms and conditions as the Common Shares held under the Value Escrow Agreement.
Prior to the Transaction, certain of the shareholders of HWCC entered into an amended and restated CPC escrow agreement with HWCC and TSX Trust in respect of 1,475,000 Common Shares held by such shareholders (the “CPC Escrow Agreement”). Under the terms of the CPC Escrow Agreement, 25% of such escrowed Common Shares will be released upon the issuance of the Final Bulletin with subsequent releases of 25% of such escrowed Common Shares occurring 6, 12 and 18 months following the date of the Final Bulletin.
Board of Directors and Executive Management
Each of the directors and officers of HWCC resigned from their positions upon completion of the Amalgamation. The following individuals were subsequently appointed as directors and officers of the Company:
· C. Howie Honeyman – Chief Executive Officer, President and Director
· Wayne Maddever – Chief Operating Officer and Director
· Michael Willetts – Chief Financial Officer
· Lea Ray – Chair and Director
· Andrew Pasternak –Director
· John Koehle – Director
· Gerald Goldberg – Director
Gowling WLG (Canada) LLP were legal advisors to FWTI, Hong Wilkin Business Law were legal advisors to HWCC and DLA Piper (Canada) LLP were legal advisors to the Agents.
KPMG LLP was appointed as auditors of the Company upon closing of the Transaction.
Early Warning Disclosure as a Result of Completion of the Transaction
As part of the Transaction, Sustainable Chemistry Alliance (“SCA”) acquired control over 26,644,295 Common Shares, all of which were issued in exchange for the common shares of FWTI held by SCA prior to completion of the Amalgamation. SCA is an investment fund that collaborates with Bioindustrial Innovation Canada (“BIC”), a not-for-profit business accelerator based in Sarnia, Ontario focused on enabling Ontario and Canada to become a global leader in converting renewable resources. Wayne Maddever is currently the portfolio manager at BIC. He was a director of FWTI since May 2018 and served as Chief Operating Officer of FWTI since August 2019, and, upon the completion of the Amalgamation, became a director of FWT.
As part of the Transaction, FirstLine Venture Partners Corporation (“FVPC”) acquired control over 26,644,295 Common Shares, all of which were issued in exchange for the common shares of FWTI held by FVPC prior to completion of the Amalgamation. FLVP is an independent venture capital investment fund with a focus on early stage Canadian innovators that show potential for significant long-term growth. FVLP is owned and controlled by Andrea Koehle Jones, Michael Koehle, and John Koehle. John Koehle was a director of FWTI since January 2020 and, upon the completion of the Amalgamation, became a director of FWT.
As part of the Transaction, GreenCentre Canada (“GCC”) acquired control over 16,298,400 Common Shares, all of which were issued in exchange for the common shares of FWTI held by GCC prior to completion of the Amalgamation. GCC is a not-for-profit technology accelerator based in Kingston, Ontario with an emphasis on sustainable chemistry applications and processes. From September 2010 to August 2021, Andrew Pasternak served as the Director of Commercialization at GCC, and since August 2021, Andrew Pasternak has served as the Executive Director at GCC. Andrew Pasternak was a director of FWTI since August 2020 and, upon the completion of the Transaction, became a director of FWTC.
The foregoing disclosure regarding SCA, FVPC and GCC is being disseminated pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting. Copies of the early warning reports with respect to the foregoing will appear on the Company’s SEDAR profile at www.sedar.com and may also be obtained by contacting the Company’s CEO, C. Howie Honeyman at email@example.com or 416-451-8155.
Additional Information for Shareholders
For further information, please refer to the Filing Statement, as well as the news releases dated October 6, 2021, August 5, 2021, July 26, 2021, June 4, 2021, June 3, 2021, April 13, 2021 and February 9, 2021, all available on the Company’s SEDAR profile.
About Forward Water Technologies Corp.
Forward Water Technologies Corp. 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.
The Company’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 Corp., please visit: https://www.forwardwater.com.
For more information or interview requests, please contact:
C. Howie Honeyman – Chief Executive Officer
Wayne Maddever – Chief Operating Officer
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, the future plans of the Company, the expected trading date of the Common Shares on the TSXV, as well as information relating to the Company. Although the Company 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 the Company 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 future plans of the Company may differ from those that currently are contemplated; and (ii) that the expected trading date of the Common Shares may change. Additional risks include those disclosed in the Filing Statement, which are incorporate herein by reference and are available through SEDAR at www.sedar.com. 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 described in this news release 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 or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) absent registration or an exemption from registration. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state in which where 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.