Forward Water Technologies (TSXV:FWTC) is helping lithium mining companies and other industries reduce their environmental impact through its innovative wastewater treatment technology that enables industrial operations to reduce liquid waste volume by up to 95 percent.
Environmental, social and governance (ESG) ratings continue to be a key business strategy for organizations as they impact public perception and partnership possibilities. For water-intensive industries, such as mining, sustainable wastewater management is critical.
Transformative wastewater technologies are critical for both businesses and the world’s population. In fact, unless sufficient progress is achieved, UNICEF and WHO estimate that 1.6 billion people will be without access to safe drinking water by 2030, and 2.8 billion will be without access to safe sanitation and hygiene. Water treatment technologies can disrupt current trends and improve global access to safe drinking water.
Through its Forward Osmosis (FO) technology, Forward Water Technologies is providing an environmentally friendly alternative to traditional wastewater disposal. Traditionally, wastewater disposal requires transporting untreated wastewater for deep well disposal or high-intensity thermal treatment.
Forward Water Technologies' FO system is installed at the client site, and wastewater is treated to reduce waste volume and produce valuable clean water for reuse in the manufacturing process. Then, the significantly reduced volume of wastewater is transported and disposed of, significantly saving on transportation and disposal costs.
The FO technology targets three massive sectors: industrial wastewater, mining and food manufacturing. Forward Water’s unique and patented FO technology achieves high-rate water extraction within a low-energy continuous process. The process reduces waste and allows up to 95 percent water recovery, ready for reuse.
Forward Water Technologies' Li-FO™ technology is ideal for lithium-brine mining operations, allowing mines to “fine tune” brine sources to improve concentration by up to 20 times. This results in improved recovery and makes lower-concentration brines economically viable. Forward Water is currently embarking on an early development testing project to further evaluate and refine the technology’s viability in lithium mining.
In 2023, the company’s wholly owned subsidiary, Forward Water Technologies Inc., licensed specific intellectual property from FUJIFILM Corporation to solidify the protection of its water treatment technology platform.
CleanTech Lithium (AIM:CTL,Frankfurt:T2N,OTC:CTLHF) has contracted FWT to provide advisory services for the support and development of CleanTech Lithium's direct lithium extraction (DLE) process in Chile. The collaboration will use FWT’s industrial forward osmosis system in the hyper-concentrating of CleanTech Lithium's eluate and its conversion into battery-grade lithium carbonate through Conductive Energy's DLE process.
Howie Honeyman, CEO, explained in an interview how the company’s technology can improve lithium mining operations. “A lot of lithium being mined today around the world is coming from underground aquifers that store the lithium brine. The challenge is that the lithium is surrounded by other minerals and salts, requiring chemical ‘tweezers’ to pluck out that lithium. What we can do is, at multiple places in that process, we can concentrate that lithium-containing water stream, which makes it far easier for these miners to handle the volumes they need to extract that lithium.”
An experienced management team with technical expertise leads the company towards further refining and deploying its technology. The team includes experts in materials science, chemistry and engineering. Additional experts in corporate administration and financing round out the leadership team to lead the company toward its goals.
Forward Osmosis is a naturally occurring process in which water is spontaneously drawn across a membrane when one solution is higher in salt concentration than the other. The difference in salinity, known as the osmotic gradient, creates a low-energy water treatment process.
Forward Water Technologies has leveraged the naturally occurring process to innovate its patented, three-step FO technology, enabling a 95 percent wastewater reduction and 95 percent water recovery.
Dr. Howie Honeyman has 20 years of experience commercializing new technologies at Xerox, Cabot, E Ink, Natrix Separations and as former CTO of GreenCentre Canada. Honeyman commercialized high-capacity, high-throughput membranes for bioprocessing as SVP of Natrix Separations, which has since been acquired by Millipore-Sigma. Since 2015, Honeyman has been leading Forward Water to become a premier wastewater treatment solution. Honeyman is also an inventor of record on over 50 US patents and holds a PhD in chemistry from the University of Toronto.
Michael Willetts has over 25 years in financial leadership roles primarily in manufacturing, from large multinational businesses to startups, both public and private. He previously worked as an engineer in the automotive industry before entering into finance at Ford Motor Company. Willets went on to progressively larger finance roles in several international automotive suppliers (Textron, GKN, DSM) and Canadian manufacturers (Armtec, Stronach International, AirBoss of America). Willetts is currently providing fractional CFO services through WD Numeric Corporate Services in the manufacturing, SaaS and cannabis industries. Willetts graduated with a BASc, BComm and MBA from the University of Windsor.
Dr. Wayne Maddever 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 in change management have brought considerable success in the commercialization of new technologies. His experience in both private and public companies, 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 Bioindustrial Innovation Canada, one of the major shareholders of Forward Water.
Grant Thornley is a business strategist with more than 25 years of experience. He has developed and grown international water/wastewater markets through innovative growth hacking techniques and processes, synergized with product development and positioning, data analytics and acceleration of go-to-market strategies through alliances and partnerships. Having expertise in chemical, mechanical and biological treatment processes as well as designing hundreds of municipal and industrial applications, Thornley brings a knowledge-to-action approach to helping clients solve problems and realize new opportunities in water reuse, energy conservation and CO2 reduction.
Leonard Seed has over 18 years of experience developing and commercializing new water and wastewater treatment technologies, primarily in a start-up environment. Seed is named as an inventor on over seven patents and has authored several publications. Seed is a professional engineer and has an MSc in environmental engineering from the University of Guelph. Leonard holds inventorship on seven US patents and is an instructor at Mohawk College teaching aspects of water treatment technologies and leading research efforts on forward osmosis.
Dr. Philip Jessop is a professor and Canada Research Chair of Green Chemistry at the Department of Chemistry, Queen’s University in Kingston, Ontario. He also serves as the technical director of GreenCentre Canada and executive research director at Forward Water Technologies. After his Ph.D. (British Columbia, 1991) and a postdoctoral appointment (Toronto, 1992), he became a contract researcher in Japan working for R. Noyori (Nobel Prize 2001). As a professor at the University of California-Davis (1996-2003) and since then at Queen’s, he has studied green solvents and the chemistry of carbon dioxide. 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). He serves as chair of the editorial board for the journal Green Chemistry, has chaired three international conferences, and helped create GreenCentre Canada, a national center of excellence for the commercialization of green chemistry technologies. Forward Water is a spin-off company based on Dr. Jessop’s switchable solvents.
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
In connection with the Transaction, and following a 10 for 1 consolidation of the common shares of FWTC ("FWTC Shares"), a wholly-owned subsidiary of FWTC amalgamated with. FMACand all of the issued and outstanding common shares of FMAC ("FMAC Shares") were exchanged for post-consolidation FWTC Shares at an exchange ratio of 0.95 FWTC Shares for each FMAC Share (the "Exchange Ratio"). In addition, each outstanding option and warrant to purchase an FMAC Share was adjusted to entitle the holders thereof to purchase FWTC Shares based on the Exchange Ratio.
Concurrent Financing
As previously announced, prior to the closing of the Transaction, FMAC raised gross proceeds of $1,699,999.95 through the issuance of 15,887,850 subscription receipts at a price of $0.107 per subscription receipt (the "Subscription Receipts"). Prior to the completion of the Transaction each subscription receipt was converted, without payment of additional consideration, into one unit of FMAC (each, a "Unit"). Each Unit consisted of one FMAC Share, and one-half of an FMAC common share purchase warrant (each such whole warrant, a "Warrant"). The FMAC Shares and Warrants issued on conversion of the subscription receipts were exchanged for FWTC Shares and warrants of FWTC, respectively, in accordance with the Exchange Ratio. Each such Warrant now entitles the holder thereof to acquire one FWTC Share for a term expiring on the third anniversary of the closing of the Transaction at a purchase price of $0.1579 per FWTC Share. At the closing of the Transaction, FMAC will pay to certain finders (each, a "Finder") aggregate fees of $96,325.79, being fees not exceeding 8.0% of the gross proceeds raised from subscriptions in the offering from persons who participated in the offering that were introduced to FMAC by such Finder (the "Finder's Fee"), and (b) an aggregate of 872,204 compensation warrants (the "Finder Warrants") issued by FMAC, being an amount of not more than 8.0% of the total number of Subscription Receipts issued to persons who participated in the offering that were introduced to FMAC by such Finder. Each Finder Warrant entitled the holder to subscribe for one Unit at a price of $0.107 at any time on or before September 30, 2026. On closing of the Transaction the Finder Warrants were exchanged for finder warrants of FWTC with the number of warrants and exercise price being adjusted by the Exchange Ratio.
FWTC Capitalization
49,174,592 FWTC Shares are issued and outstanding as at the date hereof after giving effect to the Transaction, including the completion of the conversion of the Subscription Receipts. The effective issue price of the FWTC Shares for the purposes of the Transaction, based on the Issue Price of the subscription receipts adjusted by the Exchange Ratio, is $0.1126. The 49,174,592 FWTC Shares that are issued and outstanding as at the date hereof after giving effect to the Transaction consist of the following: (i) 19,542,448 FWTC Shares issued to holders of common shares of FMAC (excluding FWTC Shares issued to the former holders of Subscription Receipts), (ii) 2,744,575 FWTC Shares issued as a result of the conversion of $300,000 principal amount of FWTC debentures and accrued interest of $31,384 owing to GreenCetnre Canada (at the conversion price of $0.1126 per post-consolidation FWTC Share), (iii) 15,093,459 FWTC Shares issued to the former holders of Subscription Receipts and (iv) 11,794,110 FWTC Shares held by shareholders of FWTC prior to completion of the Transaction.
In addition, 4,917,459 FWTC Shares have been reserved for issuance under the terms of the FWTC option plan of which 2,118,612 options are outstanding (both FWTC options and FMAC options), 10,591,756 FWTC Share purchase warrants are outstanding and 2,335,934 broker warrants are outstanding.
3,562,500 FWTC Shares and 356,250 options owned or controlled by former "Principals" of FMAC (as defined under Exchange policies) are subject escrow under the policies of the Exchange to be released over periods of 18 months (with the foregoing figures reflecting the first release of 25% on the issuance of the final Exchange bulletin in respect of the transaction).
Early Warning Disclosure Pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues
Upon the completion of the Transaction, Sumarria Inc. ("Sumarria"), a private investment management company with its head office located at 22 St Clair Ave E, Suite 2001, Toronto, ON M4T 2S5, became the holder of: (a) 1,776,199 FWTC Shares as a result of the automatic conversion of $200,000 principal amount of convertible debentures of FWTC (the "Debentures"); (b) 7,102,804 FWTC Shares as a result of the exchange of securities of FMAC held immediately prior to the Transaction; and (c) 3,551,402 warrants to purchase FWTC Shares (the "FWTC Warrants") as a result of the exchange of securities of FMAC held immediately prior to the Transaction.
Upon completion of the Transaction, Sumarria has ownership and control over an aggregate of 8,879,003 FWTC Shares representing approximately 18.06% of the issued and outstanding FWTC Shares. Assuming exercise of all of 5,327,601 FWTC Warrants held by Sumarria (inclusive of the 1,776,199 FWTC Warrants held prior to the Transaction), Sumarria would have ownership and control over approximately 26.07% of the issued and outstanding FWTC Shares.
Immediately prior to the Transaction, Sumarria was the holder of nil FWTC Shares, $200,000 principal amount of Debentures and 1,776,199 Warrants. Sumarria paid an aggregate of: (a) $200,000 for the Debentures (no further consideration was provided at the date of the Transaction); and (b) $800,000 for the subscription receipts that were ultimately exchanged for 7,102,804 FWTC Shares and 3,551,402 FWTC Warrants.
Sumarria acquired the aforementioned securities for investment purposes. In the future, Sumarria may, depending on market and other conditions, increase or decrease Summaria's beneficial ownership of FWTC Shares.
A copy of the early warning report to be filed in connection with Sumarria's security holdings will be available on the Company's SEDAR+ profile at www.sedarplus.ca or contact FWTC at the phone number or email noted below.
Further Information
For more information concerning the FWTC's business, capitalization and the Transaction (including the members of the management team and board of directors listed above), see FWTC and FMAC's information circulars provided to shareholders in connection with the shareholders meetings of FWTC and FMAC held on September 23, 2024 which are available under each company's profile on SEDAR+ at www.sedarplus.ca.
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. The Company was founded by GreenCentre Canada, a leading technology innovation centre supported by the government of Canada. The Company's technology allows for the reduction of challenging waste streams simultaneously returning fresh water for re-use or surface release. The Company'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 is 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, the Company has initiated early-stage R&D for the treatment of food and beverage process streams.
For more information, please visit www.forwardwater.com.
About Fraser Mackenzie Accelerator Corp.
FMAC was a "capital pool company" which completed its initial public offering on February 22, 2023. The Transaction constitutes FMAC's "qualifying transaction" as contemplated by the policies of the TSXV. In connection with the Transaction, the FMAC Shares will cease being listed on the TSXV at the close of business on October 1, 2024.
Contact Information:
Philip Benson, Director and former President & Chief Executive Officer of Fraser Mackenzie Accelerator Corp.
Email: pbenson@frasermackenzie.com
Telephone: 416-818-6163
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 plans for FWTC's business and timing for escrow releases. 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. 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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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
Shareholders with physical certificates will receive a letter of transmittal from TSX Trust Company, the Company's transfer agent. All registered shareholders will be required to send their certificate(s) representing pre-Consolidation shares, along with a properly executed letter of transmittal, to the Company's transfer agent, in accordance with the instructions provided in the letter of transmittal. Shareholders who hold their shares through a broker, investment dealer, bank or trust company should contact that nominee or intermediary on the procedures for processing the Consolidation of their shares, and for determining their post-Consolidation positions.
Further details regarding the Consolidation are provided in the Company's information circular dated August 20, 2024 which can be found under the Company's profile on www.sedarplus.ca.
About Forward Water Technologies Corp.
Forward Water Technologies Corp. (TSXV: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 timing of the effective date of the Consolidation. 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 those described in FWTC's 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 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
The Subscription Receipts were created and issued pursuant to the terms of a subscription receipt agreement dated September 11, 2024 (the "Subscription Receipt Agreement") between FMAC and TSX Trust Company (the "Subscription Receipt Agent"), as subscription receipt agent. Upon the satisfaction and/or waiver of certain escrow release conditions (the "Escrow Release Conditions") specified in the Subscription Receipt Agreement at or before January 9, 2025 (the "Escrow Release Deadline") each Subscription Receipt will be deemed to be automatically converted, without payment of additional consideration or further action by the holder thereof, into one unit of FMAC (each, a "Unit"). Each Unit consists of one common share in the capital of FMAC (each, a "FMAC Share"), and one-half of a common share purchase warrant of FMAC (each such whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one (1) Common Share at an exercise price of $0.15 for a term expiring on the third anniversary of the closing of the Transaction. Upon completion of the Transaction, each FMAC Share will be immediately exchanged for 0.95 (the "Exchange Ratio") common share of FWTC (after giving effect to FWTC's proposed 10 to 1 share consolidation), and each Warrant will be adjusted to entitle the holder to purchase common shares of the Resulting Issuer (as defined below) based on the Exchange Ratio at a purchase price of $0.1579 per share. FMAC and FWTC are currently aiming to close the Transaction on or about September 30, 2024, subject to the timely satisfaction of a number of customary closing conditions, all as more particularly described in FWTC's management information circular dated August 20, 2024.
At the closing of the Transaction, FMAC will pay to certain finders (each, a "Finder") a fee comprised of: (a) a cash fee not exceeding 8.0% of the gross proceeds raised from subscriptions in the Offering from persons who participate in the Offering that were introduced to FMAC by such Finder (the "Finder's Fee"), and (b) a number of compensation warrants (the "Finder Warrants") issued by FMAC that equal to not more than 8.0% of the total number of Subscription Receipts issued to persons who participate in the Offering that were introduced to FMAC by each Finder. Each Finder Warrant shall entitle the holder to subscribe for one Unit at the Issue Price for a period of twenty-four (24) months from the date that the common shares of FTWC (following the closing of the Transaction) (the "Resulting Issuer")commence trading on the TSX Venture Exchange (the "TSXV"). The terms of the Finder Warrants will be subject to adjustment based on the Exchange Ratio.
Upon closing of the Offering, the gross proceeds of the Offering were deposited in escrow with the Subscription Receipt Agent pending satisfaction and/or waiver of the Escrow Release Conditions in accordance with the provisions of the Subscription Receipt Agreement. Unless the requisite approval is obtained pursuant to and in accordance with the terms of the Subscription Receipt Agreement, if the Escrow Release Conditions are not satisfied and/or waived on or before the Escrow Release Deadline, each of the then issued and outstanding Subscription Receipts will be cancelled and the Subscription Receipt Agent will return to each holder of Subscription Receipts an amount equal to the aggregate Issue Price of the Subscription Receipts held by such holder plus an amount equal to the holder's pro rata share of any interest or other income earned on the escrowed funds (less applicable withholding tax, if any).
The proceeds of the Offering are expected to be principally used for corporate and administrative expenses of the Resulting Issuer.
Certain directors of FMAC subscribed for $100,000 of Subscription Receipts. The directors of FMAC who participated in the Offering are considered related parties for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), and their purchase of Subscription Receipts constitutes a "related party transaction" within the meaning of MI 61-101. FMAC 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 the FMAC directors, nor the consideration to be received for the securities, exceeds 25 per cent of FMAC's market capitalization. The Board of Directors of FMAC has, subject to the appropriate recusal of the interested directors, unanimously approved the issuances and no materially contrary view or abstention was expressed or made by any director in relation to the issuances. FMAC will not file a material change report in respect of the participation of the directors in the issuances at least 21 days before anticipated closing of the Offering issuance as FMAC wishes to close on an expedited basis for sound business reasons.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States or in any other jurisdiction, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the U.S. Securities Act, or any state securities laws, and accordingly, may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom.
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.
About Fraser Mackenzie Accelerator Corp.
The Company is a "capital pool company" which completed its initial public offering on February 22, 2023. The FMAC Shares are listed for trading on the 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 Qualifying Transaction, when completed, will constitute the "Qualifying Transaction" of FMAC pursuant to Policy 2.4 - Capital Pool Companies of the TSXV.
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 news 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 news 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 news release contains forward-looking statements concerning the Qualifying Transaction (including, without limitation, the anticipated timing of the completion thereof, the use of proceeds, and the satisfaction and/or waiver of the Escrow Release Conditions). Forward-looking statements are inherently uncertain, and the actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the parties, including expectations and assumptions concerning (i) the Company, the Resulting Issuer, and the Transaction, and (ii) the timely receipt of all required shareholder, court and regulatory approvals (as applicable), including the approval of the TSXV. Readers are 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 the Parties. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by the respective management of the Company at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
The forward-looking statements contained in this news release are made as of the date of this news release, and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities law, neither the Company nor FMAC undertakes 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.
Further Information
For more information concerning the Offering and the Qualifying Transaction, see FMAC's and the Company's 's joint news releases dated May 14, 2024, June 18, 2024 and July 22, 2024 and the Company's management information circular dated August 20, 2024. 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 TSXV policies.
SOURCE:Forward Water Technologies Inc.
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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.
News Provided by ACCESSWIRE via QuoteMedia
Highlights
Principal Activities
Carbonxt is a cleantech company that develops and manufactures environmental technologies to maintain compliance with air and water emission requirements and to remove harmful pollutants. The Company’s primary operations are in the US and include a significant R&D focus as well as manufacturing plants for activated carbon pellets and powder activated carbon. Carbonxt continues to expand its pellet product portfolio to address numerous industrial applications.
Managing Director Warren Murphy commented:
“The September quarter was highlighted by continued momentum across all our key growth drivers, with increased sales from existing operations complemented by the forthcoming commissioning of our state-of-the-art production facility in Kentucky.”
“With commissioning of the Kentucky facility now imminent, Carbonxt continues to execute on its strategy to deliver a step-change in growth and earnings, significantly scaling up its production capacity to meet the growing demand for premium Activated Carbon production in the US market.”
Overview
Revenue and Operating Cash Flow
Figure 1 – Quarterly Net Operating Cashflows
Further Investment in NewCarbon
Carbonxt utilised part of its recent fundraising (see below) to meet the next instalment of its investment in NewCarbon. The total instalment is US$1.25m, with US$0.625m made in the quarter, with the remaining balance expected to be made by 15 November 2024. Carbonxt’s ownership stake in NewCarbon at the end of this September quarter is 38%.
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This article includes content from Carbonxt Group, licensed for the purpose of publishing on Investing News Australia. This article does not constitute financial product advice. It is your responsibility to perform proper due diligence before acting upon any information provided here. Please refer to our full disclaimer here.
