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OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION
DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
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TORONTO, June 4, 2021 /CNW/ - 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.
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 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.
