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TORONTO, June 3, 2021 /CNW/ - Hope Well Capital Corp.*
(TSXV: HOPE.P) ("HWCC" or the "Company") and Forward
Water Technologies Inc. ("FWT") are pleased to announce,
further to the Company's news releases dated February 9, 2021 and April
13, 2021, their entry into a definitive business
combination agreement dated June 2, 2021 (the "Combination
Agreement"). The Combination Agreement will result in a reverse
takeover of HWCC by FWT (the "Proposed Transaction"), and is
intended to constitute HWCC's "Qualifying Transaction" pursuant to
TSX Venture Exchange Policy 2.4. HWCC as the resulting issuer on
completion of the Proposed Transaction (the "Resulting
Issuer") will continue FWT's business, in particular the
commercialization of its proprietary forward osmosis
technology.
The Combination Agreement
Under the terms of the Combination Agreement, the Proposed
Transaction will be completed by way of a three-cornered
amalgamation under the laws of Ontario, whereby 2644246 Ontario Limited, a
wholly-owned subsidiary of HWCC, will amalgamate with and into FWT
(the "Amalgamation"), with FWT surviving as a wholly-owned
subsidiary of HWCC. Prior to the completion of the Proposed
Transaction HWCC will change its name to "Forward Water
Technologies Corp." (the "Name Change") and, following
completion of the Proposed Transaction, the Resulting Issuer will
conduct FWT's business under the new name.
The Combination Agreement includes a number of conditions,
including but not limited to, completion or waiver of sponsorship,
requisite shareholder approvals including the approval of the
shareholders of FWT and HWCC (with respect to the Name Change) as
applicable, the completion of previously announced subscription
receipt financing (the "Financing"), approvals of all
regulatory bodies having jurisdiction in connection with the
Proposed Transaction including the approval of the TSX Venture
Exchange (the "TSXV") upon satisfaction of its initial
listing requirements and other closing conditions customary to
transactions of the nature of the Proposed Transaction. There can
be no assurance that the Proposed Transaction will be completed as
proposed or at all.
Pursuant to the terms of the Combination Agreement, and in
connection with the Amalgamation:
(a)
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holders of
outstanding common shares in the capital of FWT ("FWT
Shares"), including FWT Shares issued upon conversion of the
subscription receipts issued in connection with the Financing, will
receive five fully paid and non-assessable common shares in the
capital of the Resulting Issuer (each a "Resulting Issuer
Share") for each FWT Share (the "Exchange Ratio") held
at the deemed price of $0.20 per Resulting Issuer Share;
and
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(b)
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holders of
outstanding FWT securities other than FWT Shares will have such
securities replaced with securities of the Resulting Issuer in
numbers and exercise prices, as applicable, adjusted based on the
Exchange Ratio.
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The Combination Agreement is subject to certain conditions and
applicable shareholder, director and TSXV approval. On closing of
the Combination Agreement, FWT will pay a finder 220,640 FWT Shares
and a $220,640 cash finder's fee.
The Proposed Transaction is an "Arm's Length Transaction" as
defined under TSXV policies. Sponsorship of the Proposed
Transaction may be required by the TSXV unless an exemption or
waiver from this requirement can be obtained in accordance with the
policies of the TSXV. FWT intends to apply for a waiver of the
sponsorship requirement. There is no assurance that a waiver from
this requirement can or will be obtained.
FWT Financial Information
The following table contains selected financial information in
respect of FWT that is derived from FWT's comparative audited
financial statements for the years ended March 31, 2020 and 2019. This information should
be read in conjunction with FWT's audited financial statements for
the periods presented that are in the process of being restated
according to IFRS accounting standards; these restated financial
statements along with FWT's interim audited financial statements
for the nine-month period ended December 31,
2020 will be included in the filing statement to be filed by
HWCC on SEDAR in connection with the Proposed Transaction.
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Year ended
March 31,
2020
(audited)
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Year ended
March 31,
2019
(audited)
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Assets
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$
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2,082,537
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$
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2,197,119
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Liabilities
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$
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2,365,830
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$
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1,515,010
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Revenues
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$
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449,131
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$
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327,252
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Net profit
(losses)
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$
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(965,402)
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$
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(61,695)
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Proposed Board of Directors and Senior Management
Team
Subject to applicable shareholder and TSXV approval, on
completion of the Proposed Transaction, the board of directors of
the Resulting Issuer will be reconstituted to be comprised of the
following individuals:
C. Howie Honeyman, Chief
Executive Officer, President and Director
Mr. Honeyman has served as CEO of FWT since 2015 and President
since 2016. Mr. Honeyman has over 20 years of experience
commercializing new technologies, having worked in senior or
executive positions for both large multi-national companies
including Cabot Corporation and more recently several innovation
based start-ups, such as E Ink and Natrix Separations Inc. Mr.
Honeyman has also served as the Chief Technology Officer for
GreenCentre Canada. Mr. Honeyman's experience in developing and
commercializing new technologies includes e-paper displays while at
E Ink and high capacity high through-put membranes for
bioprocessing as a Senior Vice President of Natrix Separations
Inc., the latter was acquired by MilliporeSigma Canada Co. Mr.
Honeyman is also the inventor of record on over 50 US patents. Mr.
Honeyman holds a Ph.D. in Chemistry from the University of Toronto.
Wayne Maddever, Chief
Operating Officer and Director
Dr. Maddever has served as a Director of FWT since 2018 and
Chief Operating Officer of FWT since 2019. Dr. Maddever has over 35
years of experience working in senior executive management
positions with technically based businesses in start-up, turnaround
or acquisition situations where his skills at change management
have aided in the commercialization of new technologies. Dr.
Maddever's 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. Dr.
Maddever is currently Portfolio Manager at BioIndustrial Innovation
Canada and a Fellow of the Canadian Academy of Engineering. Dr.
Maddever also holds a number of patents in several fields. Dr.
Maddever holds a Ph.D. in Materials Science Engineering from the
University of Toronto.
Andrew Pasternak, Director
and Chair
Dr. Pasternak has served as a Director of FWT since 2020. Dr.
Pasternak has over 24 years of experience directing early-stage
companies with technology commercialization and product development
activities in a wide variety of fields including chemistry,
biotechnology, medical devices, drug discovery and instrumentation.
Dr. Pasternak has managed multi-disciplined teams in both
large and start-up company environments, directing commercial
efforts that have resulted in numerous strategic partnerships, high
margin service contracts and licensing agreements. Dr. Pasternak is
currently a Director of Commercialization at GreenCentre Canada.
Dr. Pasternak has previously directed research and
commercialization at MDS Sciex Inc., Covalon Technologies Ltd,
Protana Inc. and Transition Therapeutics Inc. Dr. Pasternak
holds a Ph.D. in Bio-Chemical Engineering from Northwestern University as well as an MBA from the
Rotman School of Business (University of
Toronto). Dr. Pasternak is an accredited Professional
Director and serves as a Board member in several early stage and
volunteer organizations.
John Koehle,
Director
Mr. Koehle has served as a Director of FWT 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 FirstLine
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 hold as
B.A.Sc. in Mechanical Engineering from the University of Waterloo.
Sheldon Kales,
Director
Mr. Kales has served as a Director of HWCC since 2017 and the
CEO, CFO and Secretary of HWCC since 2021. Mr. Kales is an
established entrepreneur with extensive leadership experience in
companies in the United States and
Canada in a range of industries,
including mining, technology, and pharmaceuticals. Since
September 2019, Mr. Kales' principal
occupation has been serving as the Chief Executive Officer of
Predictmedix Inc. (CSE:PMED; OTCQB:PMEDF), and since February 2021 he has served as a director of
Deepspatial Inc. (CSE:DSAI). Prior to September 2019, Mr. Kales was the Chief Executive
Officer of Chester Gold Corp., a private mining exploration company
in northern Ontario. Additionally,
he was the Founder, Chief Executive Officer and director of
Security Devices International Inc., a public company quoted on the
OTCBB in the United States from
2005 to 2010. From 2006 to 2008 Mr. Kales served as a director of
L.A.M. Pharmaceutical Corp., a company quoted on the OTCBB. Mr.
Kales holds a BA from the University of
Toronto.
Leadership Support, Research and Development
The senior management team will be supported by Leonard Seed and Dr. Philip Jessop.
Leonard Seed, Director of
Engineering and Operations
Mr. Seed has worked at FWT since 2016. Mr. Seed has over 18
years of experience developing and commercializing new water and
wastewater treatment technologies. Mr. Seed is also named as an
inventor on over seven patents and has authored several
publications. Mr. Seed holds a MSc in Environmental Engineering
from the University of Guelph.
Dr. Philip Jessop,
Executive Research Director
Dr. Jessop was appointed to the role of Executive Research
Director of FWT in 2018. Dr. Jessop has over 20 years of experience
working in the field of green chemistry. Since 2003 Dr. Jessop has
been a professor and Canada Research Chair of Green Chemistry at
the Department of Chemistry, Queen's University in Kingston, Canada. Prior to 2003 Dr. Jessop was a
professor at the University of
California-Davis. Dr. Jessop is also the Technical Director
of GreenCentre Canada and serves as Chair of the Editorial Board
for the journal of Green Chemistry. Dr. Jessop's distinctions
include the NSERC Polanyi Award (2008), Killam Research Fellowship
(2010), Canadian Green Chemistry & Engineering Award (2012),
Eni Award (2013), Fellowship in the Royal Society of Canada (2013), a Canada Research Chair Tier 1
(2013 to 2020), and the NSERC Brockhouse Prize (2019). Dr. Jessop
holds a Ph.D. in Chemistry from the University
of British Columbia.
Insiders
The following persons are expected to be insiders of the
Resulting Issuer: (i) FirstLine Venture Partners Corporation, a
British Columbia company owned and
controlled by Andrea Koehle Jones,
Michael Koehle, and John Koehle, residents of Bowen Island, British Columbia, Vancouver, British Columbia, and Toronto, Ontario, respectively; and (ii)
Sustainable Chemistry Alliance, a Federal not-for-profit
corporation based in Sarnia,
Ontario that is governed by its board of directors.
CFO Support Services
The Resulting Issuer plans to engage a professional services
provider to fill the role of chief financial officer.
About Forward Water Technologies Inc.
FWT is an Ontario corporation
incorporated on October 11, 2012
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.
About HWCC
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.
Additional Information
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.
Cautionary Note
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.
Forward-Looking Information
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,
the Financing or the Name Change; (ii) that the ultimate terms of
the Proposed Transaction, the Financing or the Name Change will
differ from those that currently are contemplated; and (iii) that
the Proposed Transaction, the Financing 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.