Forward Water Technologies Corp. Announces Filing of its Management Information Circular in Connection with its Annual and Special Meeting of Shareholders

Forward Water Technologies Corp. Announces Filing of its Management Information Circular in Connection with its Annual and Special Meeting of Shareholders

Not for distribution to U.S. news wire services or for dissemination in the United States.

Forward Water Technologies Corp. ("FWTC") (TSXV:FWTC) is pleased to announce that, further to the news releases dated May 14, 2024 announcing the proposed business combination between FWTC and Fraser Mackenzie Accelerator Corp. ("FMAC") (the "Business Combination") and July 22, 2024 announcing that FWTC and FMAC had entered into a definitive agreement related to such transaction, FWTC will hold its annual and special meeting of shareholders (the "Meeting") to seek approval of, among other things, the Business Combination

The Meeting will be held at the offices of Fogler, Rubinoff LLP, 77 King Street West, Suite 3000, Toronto, Ontario M5K 1G2 on September 23, 2024, at 10:00 a.m. (Toronto time). In connection with the Meeting, FWTC has filed its management information circular, which is now available on SEDAR+ at www.sedarplus.ca. The Business Combination is scheduled to close on or around September 30, 2024.

About Forward Water Technologies Corp.

Forward Water Technologies Corp. (TSX.V:FWTC) is a publicly traded Canadian company dedicated to saving the earth's water supply using its patented Forward Osmosis technology. FWTC was founded by GreenCentre 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.

FWTC has immediate plans to treat brine from the direct lithium extraction (DLE) sector using its mobile pilot equipment this summer in conjunction with its partners. This project will establish FWTC's iFOTM technology as a valuable component in producing lithium carbonate from aquifer sourced brines for use in applications such as electric vehicle (EV) battery production.

In addition, FWTC has initiated early-stage R&D for the treatment of food and beverage process streams.

For more information, please visit www.forwardwater.com.

Contact Information:

Forward Water Technologies Corp.
C. Howie Honeyman, Chief Executive Officer
E-mail: howie.honeyman@forwardwater.com
Telephone: (519) 333-5888

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.

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 proposed transaction with FMAC, the ability of FWTC and FMAC to meet the conditions of the proposed transaction in the required timeframes, obtaining the necessary exemptions and approvals from the TSX Venture Exchange or other regulatory bodies, including the business, name and function of the resulting issuer and certain financial information and forecasts. FWTC cautions 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, including expectations and assumptions concerning FWTC, FMAC, the resulting issuer, the proposed transaction, the timely receipt of all required shareholder and regulatory approvals (as applicable), including the acceptance of the TSX Venture Exchange, the satisfaction of other closing conditions in accordance with the terms of the definitive agreement for the proposed transaction, as well as other risks and uncertainties, including those described in FWTC and FMAC's respective disclosure documents available on SEDAR+ at www.sedarplus.ca. 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. 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 FWTC does not undertake 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.

SOURCE: Forward Water Technologies Inc.



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Forward Water Technologies Announces September 30, 2024 Financial Results

Forward Water Technologies Announces September 30, 2024 Financial Results

Forward Water Technologies Corp. (TSXV:FWTC) (the "Company" or "FWTC")) is pleased to announce that it has filed its condensed consolidated interim financial statements and related management's discussion and analysis for the nine months ended September 30, 2024. Copies of these financial statements and related management's discussion and analysis can be found on the Company's issuer profile at www.sedarplus.ca. All financial information in this news release is reported in Canadian dollars, unless otherwise indicated

Nine Months Ended September 30, 2024 Financial Highlights

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The shares for debt settlement is pending final approval from the TSX Venture Exchange (TSXV) which will be followed by the Company issuing 115,285 common shares ("Settlement Shares") at a deemed price of $0.082 per share to GreenCentre Canada. The terms of the Indebtedness permits the issuance of common shares to settle interest owing by the Company at a deemed issue price per share equal to the five day average closing price for the five days preceding the issuance of the shares and subject to TSXV approval pursuant to TSXV Policy 4.3 - Shares for Debt.

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Forward Water Technologies Corp. and Fraser Mackenzie Accelerator Corp. announce Closing of Business Combination

Toronto, Ontario // ACCESSWIRE // September 30, 2024 - Forward Water Technologies Corp. ("FWTC") (TSXV:FWTC) and Fraser Mackenzie Accelerator Corp ("FMAC") (TSXV: FMAC.P) are pleased to announce the successful closing of their previously announced business combination (the "Transaction"). The combined company will continue to conduct the business operated by FWTC.

Summary of the Transaction

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Forward Water Technologies Corp. Announces Share Consolidation Effective Date

Forward Water Technologies Corp. Announces Share Consolidation Effective Date

Not for distribution to U.S. news wire services or for dissemination in the United States.

Forward Water Technologies Corp. ("FWTC" or the "Company") (TSXV:FWTC) is pleased to announce that, further to its previous press release relating to the business combination with Fraser Mackenzie Accelerator Corp., the consolidation of the outstanding common shares of the Company (each, a "Common Share") on the basis of one post-Consolidation Common Share for every ten pre-Consolidation Common Shares is anticipated to be made effective for trading purposes at the opening on September 27, 2024 (the "Effective Date"). It is anticipated that the Common Shares will begin trading on the TSX Venture Exchange on a post-Consolidation basis at market open on the Effective Date. The new CUSIP of the Common Shares will be 34988A201 and the new ISIN will be CA34988A2011

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Fraser Mackenzie Accelerator Corp. Announces Closing of First Tranche of Private Placement

Not for distribution to U.S. news wire services or for dissemination in the United States.

Forward Water Technologies Corp. ("FWTC") (TSXV:FWTC) is pleased to announce that, Fraser Mackenzie Accelerator Corp. ("FMAC") today announced that closed the first tranche of its previously announced private placement of subscription receipts of FMAC (the "Subscription Receipts"), consisting of the issuance of an aggregate of 12,292,923 Subscription Receipts at a price of C$0.107 per Subscription Receipt (the "Issue Price") for aggregate gross proceeds of C$1,315,342.76 (the "Offering"). The Offering was completed in connection with the previously-announced arm's length transaction (the "Transaction") proposed to be completed by FMAC and FWTC, further details of which may be found in the prior news releases of FWTC, including the most recent news release of FWTC relating to the Transaction dated July 22, 2024

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CHARBONE Hydrogen Announces a Second Closing of its $1M Non-Brokered Private Placement

(TheNewswire)

Charbone Hydrogen Corporation

Brossard, Quebec TheNewswire - December 3, 2024 Charbone Hydrogen Corporation (TSXV: CH; OTCQB: CHHYF; FSE: K47) ("CHARBONE" or the "Company"), North America's only publicly traded pure-play green hydrogen company, is pleased to announce the second closing of its $1M non-brokered private placement. The Company has secured an additional $0.163M with the closing of its second tranche, for a total amount of $0.818M, to accelerate the completion of its flagship green hydrogen production facility in Sorel-Tracy, Quebec, scheduled to begin operations in the coming weeks. The investment comes from four investors, including the Company 's CFO with a subscription of $0.045M.

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(TheNewswire)

Charbone Hydrogen Corporation

Brossard,Québec, - TheNewswire - le 3 décembre 2024 - CORPORATION CHARBONE HYDROGÈNE (TSXV: CH , OTCQB: CHHYF, FSE: K47 ) (« Charbone » ou la « Société »), la seule société d'Amérique du Nord cotée en bourse spécialisée dans l'hydrogène vert, est heureuse d'annoncer la deuxième clôture de son placement privé sans courtier de 1 M$. La Société a obtenu 0,163 M$ additionnel avec la clôture de sa deuxième tranche, pour un montant total de 0,818 M$ pour accélérer l'achèvement de son usine phare de production d'hydrogène vert à Sorel-Tracy, au Québec, dont la mise en service est prévue dans les prochaines semaines . L'investissement provient de quatre investisseurs, dont le Chef de la direction financière de la société avec une souscription de 0,045 M$.

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NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Bitcoin Well Inc. (" Bitcoin Well " or the " Company ") ( TSXV: BTCW; OTCQB: BCNWF ), the non-custodial bitcoin business on a mission to enable independence, is pleased to announce that it has entered into an agreement with Haywood Securities Inc. (" Haywood ") to act as lead agent and sole bookrunner, together with a syndicate of agents (the " Agents "), in connection with a best-efforts private placement of up to approximately $2,000,000 convertible debenture units (the " Debenture Units ") at a price of $1,000 per Debenture Unit (the " Offering "). Each Debenture Unit shall consist of: (i) one 8% $1,000 principal amount unsecured convertible debenture (each, a " Debenture "); and (ii) 4,347 common share purchase warrants of the Company (each, a " Warrant ").

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(TheNewswire)

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Brossard, Quebec, November 29, 2024 TheNewswire - Charbone Hydrogen Corporation (TSXV: CH; OTCQB: CHHYF; FSE: K47) (the "Company" or "CHARBONE"), North America's only publicly traded pure-play green hydrogen company, today announced its financial and operating results for the third quarter of 2024, highlighted by a 23% year-over-year revenue increase and critical progress toward commencing green hydrogen production at its Sorel-Tracy facility in early 2025.

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NorthStar Gaming Reports Third Quarter 2024 Results

NorthStar Gaming Reports Third Quarter 2024 Results

Significant growth in wagers, revenue and gross margin

NorthStar Gaming Holdings Inc. (TSXV: BET) (OTCQB: NSBBF) ("NorthStar" or the "Company") today announced its financial results for the three- and nine-month periods ended September 30, 2024. All dollar figures are quoted in Canadian dollars.

"We delivered exceptional year-over-year growth across all key metrics in the third quarter, including a 69% increase in total wagers and a 63% boost in gross margin," said Michael Moskowitz, Chair and CEO of NorthStar. "Our consistent revenue growth and improved economies of scale have enabled gross margin to fully cover overhead costs–a significant milestone in our journey toward profitability. Additionally, marketing expenditures as a percentage of revenue have declined substantially, dropping from two-thirds last year to roughly half year-to-date, further demonstrating our continually improving operational efficiency and strategic focus."

Financial Highlights for the Third Quarter Ended September 30, 2024 ("Q3 2024"):

  • Total Wagers[1] at Northstarbets.ca were $234 million, a 69% increase compared to $138 million in Q3 2023.
  • Gross Gaming Revenue[1] at NorthStarbets.ca was $8.4 million, a 53% increase from $5.5 million in Q3 2023.
  • Revenue[2] was $6.8 million in Q3 2024, a 45% increase from $4.7 million in Q3 2023.
  • Gross Margin was $2.7 million, representing a 63% increase from $1.6 million in Q3 2023, while the Gross Margin percentage increased by 400 basis points to 39%, from 35% in Q3 2023.
  • Profit/(loss) before marketing and other expenses[1] was $0.1 million in Q3 2024 compared to $(0.5) million in Q3 2023, as gross margin is now sufficient to cover the Company's overhead expenses.

Financial Highlights for the Nine-Month Period Ended September 30, 2024 ("YTD 2024"):

  • Total Wagers[1] at Northstarbets.ca reached $677 million, a 54% increase compared to $438 million in the nine months ended September 30, 2023 ("YTD 2023").
  • Gross Gaming Revenue[1] at NorthStarbets.ca was $24.1 million, a 56% increase from $15.4 million in YTD 2023.
  • Revenue[2] totaled $20.2 million, a 55% increase from $13.0 million in YTD 2023.
  • Gross Margin was $8.0 million, marking a 72% increase from $4.7 million in YTD 2023, with the Gross Margin percentage increasing to 40%, up from 36% in the comparable period of 2023.
  • Profit/(loss) before marketing and other expenses1 was $0.6 million in YTD 2024 compared to $(3.0) million in YTD 2023, as gross margin is now sufficient to cover the Company's overhead expenses.

Recent Operating Highlights:

  • The Company continued to outpace the industry growth rates reported by iGaming Ontario in Q3 2024 in both Total Wagers (54% for NorthStar vs. 32% for the industry) and Gross Gaming Revenue (67% for NorthStar vs. 37% for the industry).[3]
  • NorthStar recently completed its inaugural Blackjack Championship tournament, an innovative online competition with a total prize pool of $100,000.
  • In October, the Company announced the launch across all platforms of "Sports Insights 2.0," a robust suite of enhancements that includes a redesigned home page, comprehensive team and player statistics, injury and player news feeds, added coverage of popular sports and strengthened casino content.
  • The Company also announced a series of enhancements to its online betting platform in September, highlighted by streamlined navigation in both the Casino and Sportsbook sections, a doubling of Casino game selection since the start of 2024, personalized prop bets and intelligent parlay suggestions.

Outlook

"The marketing investments and product launches we executed in Q3 have set us up for a strong finish to the year, as the fourth quarter is typically a seasonally robust period," said Mr. Moskowitz. "With the continued momentum in our business and operating leverage driving improved financial results, we are highly optimistic about our ability to deliver significant shareholder value in 2025."

Management is working diligently to secure additional funding and remains confident that the Company will be able to access the capital necessary to continue to support its growth strategy. The Company expects to provide an update in the coming weeks.

Q3 Corporate Update Webinar

On December 3, 2024, Michael Moskowitz will present an in-depth Corporate Update, including a discussion of the Company's Q3 Earnings, current operations and upcoming milestones. All investors and other interested parties are invited to register for the webinar at the link below.

Date: Tuesday, December 3rd, 2024
Time: 11am ET
Register: Webinar Registration

Management will be available to answer your questions following the presentation on the webinar platform. You may also submit your question(s) beforehand in the registration form linked above.

Extension of Strategic Marketing Agreement

The Company also announced that its wholly owned subsidiary, NorthStar Gaming (Ontario) Inc. ("NorthStar Ontario"), has agreed to extend its partnership with Playtech Software Limited ("Playtech Software") through the renewal of their previously announced strategic marketing agreement. Under the agreement, Playtech Software contributes services designed to accelerate NorthStar Ontario's player acquisition strategy in the province. The agreement was first implemented in June 2023 and renewed earlier this year, with Playtech Software contributing services valued at a total of $8 million through to October 31, 2024, representing a significant driver of NorthStar Ontario's growth over that period. The latest renewal, valued at up to $1 million, extends the agreement for two months through to December 31, 2024. Playtech Software will be reimbursed and compensated through a share of revenue from the income generated in connection with the marketing initiatives to which it contributes.

Additional Information

For additional information, please refer to Company's condensed consolidated interim financial statements for the three- and nine-month periods ended September 30, 2024, and the corresponding management's discussion and analysis ("MD&A"). These documents are available on SEDAR+ at www.sedarplus.ca, and on the Company's corporate website at www.northstargaming.ca.

About NorthStar

NorthStar proudly owns and operates NorthStar Bets, a Canadian-born casino and sportsbook platform that delivers a premium, distinctly local gaming experience. Designed with high-stakes players in mind, NorthStar Bets Casino offers a curated selection of the most popular games, ensuring an elevated user experience. Our sportsbook stands out with its exclusive Sports Insights feature, seamlessly integrating betting guidance, stats, and scores, all tailored to meet the expectations of a premium audience.

As a Canadian company, NorthStar is uniquely positioned to cater to customers who seek a high-quality product and an exceptional level of personalized service, setting a new standard in the industry. NorthStar is committed to operating at the highest level of responsible gaming standards.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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 press release.

Non-IFRS Financial Measures

Throughout this document, management uses certain non-IFRS financial measures and supplementary financial measures to evaluate the performance of the Company. The terms "Gross Gaming Revenue" "Total Wagers" and "Profit/(Loss) before marketing and other expenses" are non-IFRS financial measures. These measures are not recognized measures under International Financial Reporting Standards ("IFRS") and do not have a standardized meaning prescribed by IFRS and are, therefore, not necessarily comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management's perspective and to discuss NorthStar's financial outlook. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of the Company's financial information reported under IFRS. We believe that securities analysts, investors and other interested parties frequently use non-IFRS measures, including industry metrics, in the evaluation of companies in our industry. Management also uses non-IFRS measures and industry metrics in order to facilitate operating performance comparisons from period to period, the preparation of annual operating budgets and forecasts and to determine components of executive compensation.

Total Wagers

Total Wagers is calculated as the total amount of money bet by customers in respect of bets that have settled in the applicable period. Total Wagers does not include free bets or other promotional incentives, nor money bet by customers in respect of bets that are open at period end. Total Wagers is used to provide investors with supplemental measures of our operating performance and thus highlight trends in our business that may not otherwise be apparent when relying solely on IFRS measures.

Gross Gaming Revenue

Gross Gaming Revenue is calculated as dollar amounts bet by customers less the dollar amounts paid out to the customers in respect of such bets which have settled in the applicable period.

Reconciliation of Non-IFRS Measures to IFRS Measures

In Q3 2024, the Company reported $8.6 million of Gross Gaming Revenue ($24.9 million in YTD 2024) and has provided a reconciliation to the most comparable IFRS financial measure (Revenue) as follows:

$ Millions (unaudited)Three months endedNine months ended
Sept 30,
2024
Sept 30,
2023
Sept 30,
2024
Sept 30,
2023
Gross gaming revenue from wagered games8.45.524.115.4
Bonuses, promotional costs and free bets1.90.94.72.7
Sub-total Gaming revenue6.54.619.412.7
Other revenue from managed services0.30.10.80.3
Revenue6.84.720.213.0

Operating Results

Marketing expenses are a key driver of the business but are completely discretionary. Management considers "Profit/(Loss) before marketing and other expenses" to be a good indication of the extent to which the business' Gross Margin is in excess of its overhead costs, and therefore offsetting some portion of marketing expenses, reflecting improving economies of scale.

$ Millions (unaudited)Three months endedNine months ended
Sept 30,
2024
Sept 30,
2023
Sept 30,
2024
Sept 30,
2023
Revenue6.84.720.213.0
Cost of Revenues
Gross Margin2.71.68.04.7
General and administrative expenses2.72.27.47.6
Profit/(Loss) before marketing and other expenses (1)(0.1)(0.5)0.6(3.0)
Marketing2.82.010.28.6
Loss before other expenses (1)(2.9)(2.5)(9.6)(11.6)
Other expenses0.31.74.76.4
Net loss(3.2)(4.2)(14.3)(18.0)

(1) These measures are not defined by IFRS, do not have standard meanings and may not be comparable with other industries or companies.

Cautionary Note Regarding Forward-Looking Information and Statements

This communication contains "forward-looking information" within the meaning of applicable securities laws in Canada ("forward-looking statements"), including without limitation, statements with respect to the following: expected performance of the Company's business, expansion into new markets and future growth opportunities and expected benefits of transactions. The foregoing are provided for the purpose of presenting information about management's current expectations and plans relating to the future and allowing investors and others to get a better understanding of the Company's anticipated financial position, results of operations, and operating environment. Often, but not always, forward- looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. This forward-looking information is based on management's opinions, estimates and assumptions that, while considered by NorthStar to be appropriate and reasonable as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by such forward- looking information. Such factors include, among others, the following: risks related to the Company's business and financial position; risks associated with general economic conditions; adverse industry risks; future legislative and regulatory developments; the ability of the Company to implement its business strategies; and those factors discussed in greater detail under the "Risk Factors" section of the Company's most recent annual information form, which is available under NorthStar's profile on SEDAR+ at www.sedarplus.ca. Many of these risks are beyond the Company's control.

If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking statements. Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in the forward-looking statements, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this press release represents NorthStar's expectations as of the date specified herein, and are subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.

For further information:

Company Contact:

Corey Goodman
Chief Development Officer 647-530-2387
investorrelations@northstargaming.ca

Investor Relations:

RB Milestone Group LLC (RBMG)
Northstar@rbmilestone.com

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