Forward Water Technologies (TSXV:FWTC)) helps in the reduction of environmental impact of lithium mining companies and other industries through innovative wastewater treatment technology that enables industrial operations to reduce liquid waste volume by up to 95 percent.
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.
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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 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’s 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’s 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.
Forward Water Technologies Corp. ("FWTC") (TSXV:FWTC) and Fraser Mackenzie Accelerator Corp. (the "MAC") (TSXV:FMAC.P) are pleased to announce that, further to their joint news release of May 14, 2024 announcing the proposed transaction between FWTC and FMAC (the "Transaction"), they continue to work to advance the Transaction
Loan Advance
FMAC has advanced to FWTC an additional $25,000 by way of a secured loan (the "FMAC Loan"). The FMAC Loan shares a pari passu security ranking with FMAC's previous loan of to FWTC of $25,000 and with loans previously advanced by existing FWTC shareholders FirstLine Venture Partners Corporation and Sustainable Chemistry Alliance. The FMAC Loan will mature on December 31, 2024 and will bear interest at a rate of 20% per annum commencing on the date that is 120 days following the entering into of the definitive agreement to be entered into in connection with the Transaction, with no interest being charged prior to such date. FMAC has obtained TSXV approval to loan up to $225,000 to FWTC (inclusive of the $25,000 FMAC Loan).
FWTC and FMAC continue to work towards execution of the definitive agreement. The Transaction is intended to be FMAC's qualifying transaction for purposes of TSX Venture Exchange ("TSXV") policies. FWTC, after completion of the Transaction, is referred to as the "Resulting Issuer".
Concurrent Financing
In conjunction with the Transaction, FMAC proposes to raise a minimum of $1,400,000 in gross proceeds from the sale of FMAC subscription receipts (each, a "Subscription Receipt") at a price of $0.15 per Subscription Receipt (the "Concurrent Financing Price"). Each Subscription Receipt will entitle the holder to receive one FMAC common share (an "FMAC Share") and one-half of a FMAC common share purchase warrant, each whole such warrant (an "FMAC Warrant") will entitle the holder to purchase one FMAC Share at an exercise price of $0.20 at any time prior to the third anniversary of the issuance of such warrant.
The Transaction is proposed to occur following a 10 for 1 consolidation of the FWTC common shares: (a) the FMAC Shares (including, for greater certainty, the FMAC Shares issued upon exercise of the Subscription Receipts) will be exchanged on an approximately one for one basis for common shares in the capital of FWTC ("Resulting Issuer Shares") and the FMAC Warrants will be exchanged on an approximately one for one basis for common share purchase warrants of FWTC ("Resulting Issuer Warrants ; and (b) the Resulting Issuer Shares will be listed on the TSXV. Assuming that $1,400,000 is raised in the Concurrent Financing, this will result in 97,127,920 pre-consolidation Resulting Issuer Shares (or 9,712,792 post-consolidation Resulting Issuer Shares) being issued to the investors in the concurrent financing on closing of the Transaction. The Concurrent Financing Price is equivalent to $0.0144 per FWTC Share on a pre-exchange, pre-consolidation basis, or $0.144 per FWTC Share on a pre-exchange, post-consolidation basis.
Further Information
For more information concerning the Transaction, see the Company's news release dated May 14, 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 CPC Policy.
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 is a "capital pool company" which completed its initial public offering on February 22, 2023. The common shares of FMAC ("FMAC Shares") are listed for trading on the TSX Venture Exchange Inc. ("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 Transaction, when completed, will constitute the "Qualifying Transaction" of FMAC pursuant to Policy 2.4 - Capital Pool Companies (the "CPC Policy") of the TSXV.
Contact Information:
Fraser Mackenzie Accelerator Corp.
Philip Benson, President & Chief Executive Officer
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 Transaction, the Concurrent Financing, the Consolidation, the ability of FWTC and FMAC to meet the conditions of the Transaction in the required timeframes, the execution of a Definitive Agreement, obtaining the necessary exemptions and approvals from the TSXV or other regulatory bodies, including the business, name and function of the Resulting Issuer and certain financial information and forecasts. 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, FMAC, the Resulting Issuer, the Transaction, the timely receipt of all required shareholder, court (if applicable) and regulatory approvals (as applicable), including the acceptance of the TSXV, the satisfaction of other closing conditions in accordance with the terms of the Definitive Agreement, 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 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.
SOURCE:Forward Water Technologies Corp.
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Forward Water Technologies Corp. (TSXV:FWTC) (the "Company" or "FWTC") announces the resignation of Andrew Pasternak from the Board of Directors of Forward Water Technologies Corp. Mr. Pasternak has been aiding FWTC prior to its listing on the TSXV and well afterward. The Company's board will continue to review potential replacements for Mr. Pasternak and will issue a further news release if and when a replacement is identified
FWTC's CEO, C. Howie Honeyman said,"Mr. Pasternak has been a key asset in the formation of FWTC and has provided essential support for many years. His positive contributions will continue to resonate for many years. We are saddened to see him depart but know he will continue aiding others in bringing innovative technologies to commercial reality."
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. 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.
Contact Information
For more information or interview requests, please contact:
C. Howie Honeyman - Chief Executive Officer
howie.honeyman@forwardwater.com
(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.
Forward-Looking Statements
Certain statements contained in this news release constitute "forward-looking information" as such term is used in applicable Canadian securities laws including statements regarding expansion and uptake of the Company's technology and the ability for the Company to achieve its growth strategy and business plan. Forward-looking information is based on plans, expectations and estimates of management at the date the information is provided and is subject to certain factors and assumptions, including, the ability to scale the technology and the adoption of the technology by potential customers.
Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Some of the risks and other factors that could cause results to differ materially from those expressed in the forward-looking statements include, but are not limited to: the impacts from the coronavirus or other epidemics, general economic conditions in Canada, the United States and globally; unanticipated operating events; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility as well as the other risks and uncertainties applicable to the Company as set forth in the Company's continuous disclosure filings filed under the Company's profile at www.sedarplus.ca. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information.
SOURCE: Forward Water Technologies Corp.
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Forward Water Technologies Corp. ("Forward Water" or the "Company") (TSXV:FWTC) announces today a commercial update based on enquiries received since its press release of March 20, 2024. With respect to the opportunities currently being pursued by Forward Water to develop direct lithium extraction projects, the Company estimates that should commercial scale plants be built incorporating FWTC's process technology, each plant could represent approximately US$25 million of revenue to FWTC. This estimate is based on information and specifications provided by an array of parties that have engaged with FWTC to date. Revenue from each plant would be recognized over approximately 36 months but exact amounts and timelines will vary
FWTC also continues to purse multiple industrial wastewater opportunities with its marketing partners. The applications of FWTC's technology process vary by customer and application but preliminary engineering work to date suggests that each opportunity could represent US$2-6 million of revenue to FWTC should they proceed.
It should be noted that this information is not to be construed as a forecast and none of these projects may advance to commercial contracts.
About Forward Water Technologies Corp.
Forward Water Technologies Corp. is a publicly traded Canadian company dedicated to saving the earth's water supply using its patented Industrial Forward Osmosis (iFO™) technology. The Company was founded by GreenCentre Canada, a leading technology innovation centre supported by the government of Canada. The Company's technology enables the extraction of clean water from challenging process and waste streams that conventional technologies can not be operated on. Due to its high-water extraction ability, iFO™ is used in DLE processes for the hyper-concentrating of lithium prior to conversion. The Company's mandate is to focus on the large-scale implementation of its technology in multiple sectors, including industrial wastewater, oil and gas, mining, agriculture and ultimately municipal water supply and re-use market sectors.
For more information, please visit www.forwardwater.com.
Contact Information
For more information or interview requests, please contact:
C. Howie Honeyman - Chief Executive Officer
howie.honeyman@forwardwater.com
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.
Forward-Looking Statements
This document includes forward-looking statements within the meaning of applicable securities laws. These forward-looking statements include, among others, statements with respect to the potential revenue which may be achieved from various types of projects as well as statements with respect to our beliefs, plans, expectations, anticipations, estimates and intentions. The words "may", "will", "could", "should", "would", "suspect", "outlook", "believe", "plan", "anticipate", "estimate", "expect", "intend", "forecast", "objective", "hope" and "continue" (or the negative thereof), and words and expressions of similar import, are intended to identify forward-looking statements.
By their nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, which give rise to the possibility that predictions, forecasts, projections and other forward-looking statements will not be achieved. Certain material factors or assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such statements. We caution readers not to place undue reliance on these statements as a number of important factors, many of which are beyond our control, could cause our actual results to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited to, the ability to finalize agreements for the Company's projects, general economic conditions in Canada, the United States and globally; unanticipated operating events; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility as well as the other risks and uncertainties applicable to the Company as set forth in the Company's continuous disclosure filings filed under the Company's profile at www.sedarplus.ca. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended.
SOURCE:Forward Water Technologies Corp.
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Forward Water Technologies Corp. ("Forward Water" or the "Company") (TSXV:FWTC) today announced that it has closed the issuance of the $225,000 of debentures referenced in the Company's press release dated May 14, 2024. The Company issued $100,000 of secured convertible debentures that bear interest at 20% per annum and bear interest at a rate of 20% per annum with such interest to commence 120 days following the execution of the definitive agreement to be entered into in connection with the proposed business combination with Fraser Mackenzie Accelerator Corp. ("FMAC") (see the Company's press release dated May 14, 2024) (the "Business Combination") and maturing on the earlier of December 31, 2024 and the closing of the Business Combination. These convertible debentures will convert into units of Forward Water ("Units") concurrently with the completion of the Transaction at a conversion price of $0. 145 per Unit (following the proposed 10 for 1 share consolidation to be completed by the Company in connection with the Business Combination (the "Consolidation")). Each Unit will be comprised of one common share and one-half of one common share purchase warrant of Forward Water with each whole warrant entitling the holder to purchase one common share of the Company at an exercise price of $0.20 (following the Consolidation) at any time prior to the third anniversary of the issuance of such warrant. If the Business Combination is not completed the debentures will not be convertible
The remaining $125,000 of debentures are not convertible, will mature on December 31, 2024 and will otherwise have the same terms as set forth above. $25,000 principal amount of debentures were acquired by Fraser Mackenzie Accelerator Corp. and the remaining $200,000 principal amount of debentures were acquired by FirstLine Venture Partners Corporation ("FirstLine") and Sustainable Chemistry Alliance ("SCA"). It is intended that the proceeds of the financing will be used for general working capital purposes.
The securities issued or being issuable in connection with the financing will be subject to a hold period of four months and one day that will expire on September 25, 2024.
FirstLine and SCA each hold greater than 20% of the outstanding FMAC Shares and as such are considered related parties for the purposes of Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101"). The participation of FirstLine and SCA constitutes a "related party transaction" within the meaning of MI 61-101. FWTC 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 FirstLine or SCA, nor the consideration to be received for the securities, will exceed 25 per cent of FWTC's market capitalization. The Board of Directors of FWTC has unanimously approved the issuances and no materially contrary view or abstention was expressed or made by any director in relation to the issuances. FWTC did not file a material change report in respect of the participation of FirstLine or SCA in the issuances at least 21 days before anticipated closing as FTWC wished to close on an expedited basis for sound business reasons.
In addition to the foregoing, the Company advises that the Company and FMAC have agreed to amend the deadline for signing the definitive agreement for the Business Combination to June 4, 2024.
About Forward Water Technologies Corp.
Forward Water Technologies Corp. is a publicly traded Canadian company dedicated to saving the earth's water supply using its patented Industrial Forward Osmosis (iFO™) technology. The Company was founded by GreenCentre Canada, a leading technology innovation centre supported by the government of Canada. The Company's technology enables the extraction of clean water from challenging process and waste streams that conventional technologies can not be operated on. Due to its high-water extraction ability, iFO™ is used in DLE processes for the hyper-concentrating of lithium prior to conversion. The Company's mandate is to focus on the large-scale implementation of its technology in multiple sectors, including industrial wastewater, oil and gas, mining, agriculture and ultimately municipal water supply and re-use market sectors.
For more information, please visit www.forwardwater.com.
Contact Information
For more information or interview requests, please contact:
C. Howie Honeyman - Chief Executive Officer
howie.honeyman@forwardwater.com
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.
Forward-Looking Statements
Certain statements contained in this news release constitute "forward-looking information" as such term is used in applicable Canadian securities laws including statements regarding the use of proceeds of the financing, potential closing of the Business Combination, the expansion and uptake of the Company's technology and the ability for the Company to achieve its growth strategy and business plan. Forward-looking information is based on plans, expectations and estimates of management at the date the information is provided and is subject to certain factors and assumptions, including, the ability to scale the technology and the adoption of the technology by potential customers.
Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Some of the risks and other factors that could cause results to differ materially from those expressed in the forward-looking statements include, but are not limited to: general economic conditions in Canada, the United States and globally; unanticipated operating events; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility as well as the other risks and uncertainties applicable to the Company as set forth in the Company's continuous disclosure filings filed under the Company's profile at www.sedarplus.ca. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information.
SOURCE: Forward Water Technologies Corp.
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Not for distribution to U.S. news wire services or for dissemination in the United States.
Forward Water Technologies Corp. (" FWTC ") (TSXV:FWTC) and Fraser Mackenzie Accelerator Corp. (the " FMAC ") (TSXV: FMAC.P) are pleased to announce they have entered into a letter of intent (the " LOI ") dated May 13, 2024, which outlines the general terms and conditions of a proposed business combination, by way of an amalgamation, arrangement, or other similar form of transaction, which will result in FMAC becoming a wholly-owned subsidiary of FWTC or otherwise combining its corporate existence with that of FWTC (the " Transaction "). FWTC, after completion of the Transaction, is referred to as the " Resulting Issuer
This strategic business combination between FWTC and FMAC marks a significant milestone for both entities. FMAC is contributing its founders' extensive public market and business experience to FWTC, a pioneering entity with a revolutionary method for economically filtering water. With FWTC's proven concept and existing customer base coupled with FMAC's financial resources and access to capital, this partnership heralds an era of accelerated growth and innovation. Together, we are poised to revolutionize the water filtration industry, offering enhanced solutions that drive efficiency, sustainability, and profitability. This combination not only amplifies the strengths of both entities, but also underscores our collective commitment to delivering value to our stakeholders and shaping the future of the industry.
FMAC is a "capital pool company" which completed its initial public offering on February 22, 2023. The common shares of FMAC (" FMAC Shares ") are listed for trading on the TSX Venture Exchange Inc. (" 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 Transaction, when completed, will constitute the "Qualifying Transaction" of FMAC pursuant to Policy 2.4 - Capital Pool Companies (the " CPC Policy ") of the TSXV.
FWTC is a publicly traded Canadian company. Its common shares (the " FWTC Shares ") are listed for trading on the TSXV under the stock symbol FWTC. FWTC is dedicated to saving the earth's water supply using its patented Forward Osmosis technology. FWTC was founded by Green Centre 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. In addition, the Company has initiated early-stage R&D for the treatment of food and beverage process streams.
Terms of the Transaction
The LOI was negotiated at arm's length. The LOI contemplates that FWTC and FMAC will negotiate and enter into a definitive agreement (the " Definitive Agreement ") including the following terms:
All issued and outstanding FMAC Shares will be exchanged for FWTC Shares (as defined below) at an exchange ratio of 10.3666848 FWTC Shares for every one (1) FMAC Share (the " Exchange Ratio ") with a total of 213,253,073 pre-Consolidation FWTC Shares being issued based on the 20,571,000 FMAC Shares that are issued and outstanding (which excludes any securities that will be issued in connection with the Concurrent Financing (as defined below)).
Each outstanding option and warrant to purchase an FMAC Share will be exchanged for or converted into comparable FWTC options or FWTC broker warrants based on the Exchange Ratio with each such FWTC Option or FWTC Broker Warrant entitling the holder to purchase FWTC Shares at the applicable exercise prices, with the appropriate adjustments for the Exchange Ratio.
FMAC will complete a minimum concurrent financing of at least $1,500,000 in gross proceeds, such minimum subject to reduction to $1,400,000 at FMAC's discretion (the " Concurrent Financing "), consisting of one or more private placements of subscription receipts at a price of $0.15 per subscription receipt (equivalent to $0.0145 per FWTC Share on a pre-exchange basis - the " Concurrent Financing Price "), each subscription receipt entitling the holder to receive one common share and one-half of a common share purchase warrant, each whole such warrant entitling the holder to purchase one FMAC Share at an exercise price of $0.20 at any time prior to the third anniversary of the issuance of such warrant. The subscription receipts would convert into the underlying FMAC Shares and warrants immediately prior to completion of the Transaction, which FMAC Shares and warrants would be exchanged for FWTC Shares and like warrants of FWTC based on the Exchange Ratio pursuant to the Transaction. Assuming that $1,500,000 is raised in the Concurrent Financing this will result in 103,666,848 pre-Consolidation FWTC Shares being issued to the investors in the Concurrent Financing on closing of the Transaction.
FMAC will provide FWTC with a secured loan in the amount of $250,000 (the " FMAC Loan "), $25,000 of which will be advanced forthwith, with the balance to be advanced promptly upon receipt of TSXV approval thereof. The FMAC Loan will follow advances by First Line Venture Partners Corporation (" FirstLine ") and Sustainable Chemistry Alliance (" SCA "), in an aggregate amount of $200,000. The First Line and SCA advances and the FMAC Loan will share a pari passu first ranking secured position, will mature on December 31, 2024 and will in each case bear interest at a rate of 20% per annum commencing on the date that is 120 days following the entering into of the Definitive Agreement, with no interest being charged prior to such date. $100,000 principal amount of the First Line and SCA loans will convert into FWTC Shares and warrants concurrently with the completion of the Transaction at a price equivalent to the Concurrent Financing Price and with the warrants having terms economically equivalent to the warrants issued pursuant to the Concurrent Financing. If the Transaction is not completed no portion of the First Line and SCA loans will be convertible.
First Line and SCA each hold greater than 20% of the outstanding FWTC Shares and as such are considered related parties for the purposes of Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101"). The participation of First Line and SCA will constitute a "related party transaction" within the meaning of MI 61-101. FWTC 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 First Line or SCA, nor the consideration to be received for the securities, will exceed 25 per cent of FWTC's market capitalization. The Board of Directors of FWTC has unanimously approved the issuances and no materially contrary view or abstention was expressed or made by any director in relation to the issuances. FWTC did not file a material change report in respect of the participation of FirstLine or SCA in the issuances at least 21 days before anticipated closing as FWTC wished to close on an expedited basis for sound business reasons.
Green Centre has agreed to convert approximately $31,000 in interest and penalties on its $300,000 principal amount of debt (the " Green CentreDebt ") with FWTC into 2,168,987 FWTC Shares at a conversion price equivalent to the Concurrent Financing Price, contemporaneously with the closing of the Transaction (" Closing ").
It is anticipated that upon completion of the Transaction, and presuming achievement of $1.5 million in gross proceeds from the Concurrent Financing and after giving effect to the Concurrent Financing and the conversion of amounts advanced by First Line, SCA and the FMAC Loan, but before conversion of the interest and penalties pursuant to the Green Centre Debt, the current shareholders of FWTC will hold approximately 26.91% of the total issued and outstanding shares of the Resulting Issuer and the current shareholders of FMAC will hold approximately 48.54% of the total issued and outstanding shares of the Resulting Issuer. It is anticipated that FWTC will complete a "ten (10) old shares for one (1) new share" share consolidation (the " Consolidation ") immediately following completion of the Transaction.
FMAC currently has issued and outstanding (i) 20,571,000 FMAC Shares, (ii) stock options to purchase 2,057,100 FMAC Shares and (iii) broker warrants to purchase 1,437,100 FMAC Shares.
Operations of the Resulting Issuer
As a result of the Transaction, the Resulting Issuer will continue to carry on FWTC's current business and remain listed on the TSXV as a Tier 2 Industrial Issuer, subject to TSXV approval.
Management of the Resulting Issuer
If the Transaction is completed, at the Closing, it is expected that the management team of the Resulting Issuer will remain the management team of FWTC, but be supplemented by two additional officers, and the board of directors of the Resulting Issuer on Closing will be comprised of seven persons with four directors nominated by FMAC from among its current directors, remaining two directors nominated by FWTC one independent director to be agreed upon, all subject to TSXV approval. Ms. Lea M. Ray, and Messrs. Howie Honeyman, Andrew Pasternak, and Gerry Goldberg are expected to resign from the FWTC board of directors upon Closing, and Messrs. Philip Benson, Donald Bent, David Iacobelli, and Michael Liik are expected to be appointed to the FWTC board of directors upon Closing. Also, two new Officers of the Resulting Issuer are expected to be appointed: Robert Eberschlag as Corporate Secretary and Michael Lambert as Executive Vice- President Business Development, Western Markets.
Biographies and titles of the proposed directors and officers of the Resulting Issuer are set out below.
C. Howie Honeyman - Chief Executive Officer and President
Mr. Honeyman is the Chief Executive Officer, President and a director of FWTC. He has 20 years of experience commercializing new technologies at Xerox, Cabot Corp., E Ink, Natrix Separations and as former CTO of Green Centre Canada. Mr. Honeyman Commercialized high capacity high through-put membranes for bioprocessing as SVP of Natrix Separations which was recently acquired by Millipore-Sigma. Other Commercial Success': E-paper at E-Ink an MIT start-up- invented and led the team that developed the first commercial platform of e-paper used in e-readers today. Since 2015, Mr. Honeyman has been leading Forward Water to become a premier wastewater treatment solution. Mr. Honeyman is also an inventor of record on over 50 US patents and holds a PhD in chemistry from the University of Toronto.
Mike Willetts - Chief Financial Officer
Mr. Willetts is currently the Chief Financial Officer of FWTC. He has over 25 years in financial leadership roles primarily in manufacturing from large multinational businesses to startups, both public and private. His first career was as an engineer in the automotive industry before entering into finance at the Ford Motor Company.Mr. Willetts went on to progressively larger finance roles in several international automotive suppliers (Textron, GKN, DSM) and Canadian manufacturers (Armtec, Stronach International, AirBoss of America). Michael is currently providing fractional CFO services through WD Numeric Corporate Services and Fresh Consulting in the manufacturing, SaaS, entertainment, and cannabis industries. Mr. Willetts is a Professional Engineer and has a BASc, BComm,and MBA from the University of Windsor.
Wayne Maddever, Ph.D., P.Eng. - Chief Operating Officer and Director
Dr. Maddever is currently the Chief Operating Officer and a Director of FWTC. He 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 at change management have brought considerable success in the commercialization of new technologies. His 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. 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 Bio industrial Innovation Canada, one of the major shareholders of Forward Water.
John Koehle -- Director
Mr. Koehle is currently a director of FWTC. He has served as director of FWTC 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 First Line 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 holds as B.A.Sc. in Mechanical Engineering from the University of Waterloo.
Philip Benson -- Director
Mr. Benson is currently the Chief Executive Officer, President and a Director of FMAC, as well as being a Managing Partner of Fraser Mackenzie Merchant Capital Corp. (" FMMC "), a privately-owned, Toronto-based private fund manager and financial advisory services partnership focused on helping lower middle market companies grow, primarily in Canada, since 2011. Prior to establishing FMMC in 2011, Mr. Benson spent 4 years at Fraser Mackenzie Limited, where he led the firm's diversified industries investment banking activities. Prior to that, he was a Director at Blackmont Capital (formerly First Associates) providing investment banking services to a clientele spanning the industrial, technology and consumer products sectors. From 1993-1999, he was a Vice President and partner at MMI Group, a Toronto based money manager and merchant bank. He has authored a number of articles for Canadian and international publications, including a comprehensive study of Canada's aerospace industry. He is also the author of The 50 Best Stocks to Own in Canada, published by Macmillan Canada in 2001. Mr. Benson is a former member of the Canadian Forces. Mr. Benson sits on the Board of Vision Utility Services Inc. and Yangaroo Inc. (YOO-TSXV).
Donald Bent, CPA, CA - Director
Mr. Bent is the Chief Financial Officer and a Director of FMAC, as well as being a co- founder of FMMC. He has spent 11 years as a managing partner and member of the investment committee of two mezzanine debt funds, which provided first and second secured term debt facilities to profitable mid-sized Canadian businesses. Prior to joining FMMC, Mr. Bent co founded Latitude Partners, where he raised and co-managed one of Canada's first buyout funds aimed specifically at the technology industry. More recently, Mr. Bent was also a partner and member of the investment committee at Fulcrum Capital Partners (formerly HSBC Capital (Canada) Inc.). During Mr. Bent's tenure, Fulcrum/HSBC Capital was involved in the management and investment of various funds with a mandate to provide mezzanine financing as well as private equity to mid-sized businesses. Prior to Fulcrum and Latitude Partners, Mr. Bent held various positions at TD Securities and KPMG.
David Iacobelli - Director
Mr. Iacobelli, a director of FMAC, brings a wealth of experience to the company. He is a senior executive with extensive expertise in business transformation, strategic leadership, and organizational effectiveness. Throughout his career, Mr. Iacobelli has demonstrated progressive experience in various domains including brand building, team leadership, innovation, strategy development, P&L management, operations, digital transformation, mergers & acquisitions, government relations, media, and sustainability. With 24 years in the consumer-packaged goods industry, Mr. Iacobelli has worked with multiple tier-one organizations such as Coca-Cola, Kraft Foods, Mondelez, and Clorox. After this, he served as the Chief Commercial Officer at Flanagan's Food service, starting in March 2022. In this role, he oversaw Sales, Marketing, Category Management, and Supply Chain functions. Most recently, Mr. Iacobelli moved into Private Equity and is now the President and CEO of a Bakery Ingredients Distribution business. He also provided consulting services from October 2021 to February 2022.Prior to his role at Flanagan's Food service, from September 2018 to October 2021, Mr. Iacobelli led the "Clorox Company of Canada" business unit as President and General Manager.From March 2015 to September 2018, he led the Clorox Company of Canada Sales division, which was later expanded to include the Clorox Company International Sales organization in December 2017. This expansion encompassed 23 countries and 100 markets.
Michael Liik, P.Eng - Director
Mr. Liik is a director of FMAC, as well as being a co-founder and Managing Partner of FMMC. He has an MBA and is a Professional Engineer with both business and engineering degrees obtained from the University of Toronto. Michael's unique 40-year career combines extensive operations leadership experience with principal investing and merchant banking expertise. Prior to FMMC, Michael was a partner with HSD Partners,a private equity firm and is a principal at Liikfam Holdings Inc., an early-stage venture investor. His public company senior management roles have included CEO and co-founder of Cymat Technologies Ltd. (CYM-TSXV) from 1999 to 2004 (he is currently CEO and Chairman); VP Corporate Development, Slater Steel from 1993 to 1998 (with responsibilities of COO); and VP Development, Horsham Corporation in Berlin (predecessor to Trizec Corporation) from 1990 to 1993. Michael began his career at National Bank and was a founding member of its mezzanine real estate lending and investment group. Michael has been a board member of numerous public and private companies with current roles including Northern Birch Credit Union and Cymat Technologies Ltd.
Michael (Mike) R. Lambert, ICD.D, CPA, CA - Executive Vice-President, Business Development, Western Markets Mr. Lambertis currently a director of FMAC. He has over 30 years of successful executive and board leadership in Canadian public and private companies in various industries. Mike is a professional director devoting his time to for profit and not for profit boards. During his career Mr. Lambert has been involved in a multitude of companies. These include Calgary Co-op, Canadian Tire Corporation, the George Weston Loblaw group (Real Canadian Superstores), The South am Newspaper Group (The National Post),Mark's Work Wearhouse, The Forzani Group(Sport Chek), Parkland Fuel Corporation, Canadian Pacific Railway, Yellow Pages Group, and Premium Brands Inc. During this time, Mr. Lambert has been involved in a multitude of transactions (financings, acquisitions, divestitures) in excess of $5 billion. Public company boards that Mr. Lambert served on include Mark's Work Wearhouse Ltd., Yellow Pages Group, Premium Brands Inc., and Gemini Corporation. Upon retiring from executive life, Mr. Lambert was elected to the Board, (January 2017 to March 2020) of The Calgary Co-Op, a billion dollar top line Cooperative Company which successfully operates grocery, fuel, wine, spirits and beer, and cannabis retailing in the Calgary market. Mr. Lambert was Chair of the Governance Committee of Calgary Co-Op. Mr. Lambert also was a Citizen Member of the City of Calgary Audit Committee (October 2017 to October 2023). Mr. Lambert also served on the Board of Directors of Millennium EMS Solutions (MEMS) (March 2019 to April 2022). MEMS is a private Environmental Services Company based in Alberta servicing the Natural Resources Industries. Mr. Lambert also joined the Board of Directors of Gemini Corporation (August 2016 to April 2018) and served as Chair of the Audit Committee. Gemini, as a public company on the TSXV, carried on the business of an integrated project construction company focused on energy and industrial facilities primarily in Alberta. In the Not-for-Profit area, Mr. Lambert was on the Board of the Association of the Rehabilitation of the Brain Injured (ARBI), January to October of 2018 after a brain Injury of a family member and joined the Board of Directors of the Sinneave Family Foundation, a Foundation in Support of Autism (July 2018 to present) and currently serves as Past Chair of the Board. As a long-time advocate of Good Governance, he is the recipient of various Canadian awards including Best Corporate Governance, Best Investor Relations and Best Annual Report.He also was a recipient of the prestigious Canadian Deal maker of the Year award.
Robert Eberschlag - Corporate Secretary
Mr. Eberschlag is the Corporate Secretary and a Director of FMMC, as well as being a practising senior corporate and securities partner with WeirFoulds LLP, a Toronto-based law firm. Mr. Eberschlag has over twenty-four years' experience advising public companies and investment banks in connection with corporate finance, mergers and acquisitions, corporate governance and regulatory compliance matters. He is particularly experienced with TSXV matters, including CPC IPOs, Qualifying Transactions, reverse take-overs, business combinations, plans of arrangement, and public and private securities offerings.
Conditions Precedent
Completion of the Transaction is subject to a number of conditions, including but not limited to:
Shareholders Meetings
FMAC will be required to convene and hold a meeting (the " FMAC Shareholder Meeting ") of its shareholders (the " FMAC Shareholder s") prior to the Closing in order to consider a special resolution approving the Transaction (which resolution shall be subject to such voting thresholds as shall be required by corporate law and separately be subject to ordinary "minority approval" in accordance with the policies of the TSXV). FMAC and its board of directors shall recommend to FMAC Shareholders that they vote in favour of and adopt and approve the Transaction and any materials presented to FMAC Shareholders shall include a statement to that effect.
FWTC will be required to convene and hold a meeting (the " FWTC Shareholder Meeting ") of its shareholders (the " FWTC Shareholder s") prior to the Closing in order to: (a) consider an ordinary resolution approving the Transaction (which resolution shall be subject to approval of the disinterested shareholders in accordance with the policies of the TSXV); and (b) consider a special resolution approving of the Consolidation, (collectively, the " FWTC Shareholder Meeting Matters "). FWTC and its board of directors shall recommend to FWTC Shareholders that they vote in favour of and adopt and approve the FWTC Shareholder Meeting Matters and any materials presented to FWTC Shareholders shall include a statement to that effect.
Each of the directors and officers of FWTC shall, contemporaneously with or prior to the execution of the Definitive Agreement, enter into a voting support agreement with FMAC in form and substance satisfactory to FMAC agreeing to vote all of their securities held in FWTC in favour of approving the FWTC Shareholder Meeting Matters, unless excluded from voting in accordance with the policies of TSXV or other applicable rules and regulations.
The Transaction will be carried out by parties dealing at arm's length to one another and therefore will not be considered a "Non-Arm's Length Qualifying Transaction" as such term is defined in the CPC Policy. The related parties of FWTC and FMAC do not own any interests in each other.
Sponsorship
FMAC intends to make an application for exemption from the sponsorship requirements of the TSXV in connection with the Transaction; however, there is no assurance that the TSXV will exempt FMAC from all or part of the applicable sponsorship requirements.
Trading in the FMAC Shares has been halted in accordance with TSXV policies and is not expected to resume trading until completion of the Transaction
Selected Financial Information
The following is selected unaudited historical financial information for FWTC as of December 31, 2023.
Revenue: $55,234 Net Loss and Comprehensive Loss: $(1,220,786) Total Assets: $ 1,825,121 Total Liabilities: $1,047,583
Further Information
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 CPC Policy.
Cautionary Statements
All information contained in this press release with respect to the FMAC and FWTC was supplied by the respective party for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Completion of the Transaction is subject to a number of conditions, including but not limited to, acceptance of the TSXV and if applicable pursuant to the requirements of the TSXV, and the obtaining of the FMAC Shareholder Approval and the FWTC Shareholder Approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
FMAC's principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. Investors are cautioned that trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act ") or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
For further information:
Fraser Mackenzie Accelerator Corp.
Philip Benson, President & Chief Executive Officer
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 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 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 Transaction, the Concurrent Financing, the expected composition of the board of directors of the Resulting Issuer, the completion and timing of the application to the TSXV in respect of the Transaction, the proposed structure by which the Transaction is to be completed, the ability of FWTC and FMAC to meet the conditions of the Transaction in the required time frames, obtaining the necessary exemptions and approvals from the TSXV or other regulatory bodies, including the business, name and function of the Resulting Issuer and certain financial information and forecasts. 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, FMAC, the Resulting Issuer, the Transaction, the negotiation of the Definitive Agreement on satisfactory terms, the timely receipt of all required shareholder, court (if applicable) and regulatory approvals (as applicable), including the acceptance of the TSXV, the satisfaction of other closing conditions in accordance with the terms of the Definitive Agreement, 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 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.
SOURCE: Forward Water Technologies Corp.
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Emergent Waste Solutions presents a compelling opportunity for impact investing, leveraging a disruptive technology that promises to become a profitable solution to the world’s growing waste problem.
Emergent Waste Solutions (EWS) is a Canadian company that converts waste into marketable products using its proprietary Advanced Thermolysis System (ATS). The technology uses materials like municipal solid waste, tires, plastics, biomass and livestock waste as feedstock and converts these into valuable products, such as activated carbon, carbon black, biochar, bio-coal, syngas and bio-oil.
The company’s North American facility is in Ruby Creek, British Columbia, which has entered commercial production and achieved the first sales of its biochar. The plant, which has a CaPEx of $3.5 million has attractive economics with potential revenues at full operation of over $1.6 million and net profit before tax of $721,000 (to finance its first plant, EWS sold 54 percent interest in revenue from the plant to investors.). In addition, the company has a strong pipeline of projects in excess of $100 million in CapEx. This includes three projects in Canada and international projects in Brazil, Ghana and the Philippines.
These projects will process agriculture waste, wood waste, used tires and municipal solid waste, and depending on feedstock will produce biochar, bio-oil, bunker-grade diesel, renewable natural gas and carbon black.
EWS is pursuing several global revenue models: 100 percent ownership, the sale of its ATS plants; and joint ventures, where Emergent aims to hold a minimum of 50 percent ownership of a project. Such JV arrangements will allow EWS to maintain optimal plant operating parameters, ensure maintenance and plant upgrades, have a national and international sales strategy, and execute new product development to achieve maximum profits.
The company expects significant revenue growth over the next few years, forecasting an increase in revenue. On top of this, the margins in the business are predicted to remain high and increase as the scale of the business grows and as it focuses on sales of specialty grow blends versus commodity biochar.
According to EWS, the traditional waste treatment and disposal service industry in Canada alone was valued at $5.1 billion in 2022. Even if EWS was to capture a small percentage of this market, the potential revenue numbers are large. EWS believes the Canadian market will need more than 3,500 plants to treat different waste streams. For example, waste wood biomass would need more than 1,700 plants, municipal solid waste (MSW) will need over 750 plants, and livestock manure will need more than 600 plants.
The company’s ATS technology has lucrative economics. An ATS5000 plant (processing 120 Tonnes per day for 330 days per year) using MSW as feedstock has the potential to generate nearly $55 million in annual revenues with an operating income of about $42 million.
EWS offers investors an attractive ESG investment opportunity to benefit from the growing demand for renewable natural gas, biochar, bio-coal and carbon black.
EWS uses its patent-pending, proprietary Advanced Thermolysis System (ATS) technology, as a superior alternative to incineration and creates valuable products without creating pollution. It uses a process whereby carbon-based feedstock such as wood fiber is placed in an oxygen-deprived reactor. The heated feedstock cracks at the molecular level and separates into chemical components – carbon, oil and renewable natural gas. EWS’s technology uses a combination of steam, direct heat, indirect heat and medium pyrolysis, ensuring a complete penetration of the feedstock and a complete separation of the constituent elements.
Based on the different feedstocks, EWS’s technology can produce different products such as renewable natural gas, biocoal, biochar, carbon black, diesel and bio-oil. These products are explained below in brief.
1. Biochar: A solid material derived from carbon-based biomass. It is a pure form of charcoal and, due to its porous structure, has numerous uses and benefits.
2. Carbon Black: ATS technology recaptures and purifies the carbon black in waste rubber tires.
It is mainly used as a reinforcement agent in the manufacturing of rubber tires and also used as a pigment and as an additive in plastics, paints and ink pigment.
3. Bio-Oil: Bio-Oil is produced when biomass is processed using ATS technology. The product generated using ATS has less moisture and is a relatively purer product compared to other technologies.
4. Green Diesel: When tires or plastics are processed with the ATS, a dark-colored light diesel is produced. It can be blended with regular diesel and used for diesel generators and off-road machinery.
5. Biochar Grow Medium Blends: In conjunction with Coastal Raintree Consulting, EWS has developed a line of Grow Medium Blends with a biochar foundation, specifically a Cannabis Blend, a Germination Blend, and a Potting Blend.
6. Bio coal: It is a biomass fuel and a replacement for thermal coal (used to make electricity). It is also an alternative to coking coal for use in steel and other metallurgical industries. Moreover, thermal power plants can use bio coal without significant changes to the thermal coal plants. Bio coal burns cleaner and results in less GHG discharge.
Kevin Hull holds a degree in business administration, and has extensive experience in mining and environmental technologies and has sales and marketing expertise. He has consulted for companies and developed marketing strategies. Before founding EWS, he was active in capital markets and was instrumental in securing $20 million from a state-owned Chinese enterprise into a Canadian junior resource company on the TSXV.
Brian Gusko has more than 15 years of experience in capital markets and has helped raise over $50 million for various firms. He has served on the board of at least 10 public companies and has also served as the CEO and CFO for several public companies. He was instrumental in taking Biome Grow public, which upon listing was valued at over $200 million.
Dan Becher holds a diploma in instrumentation and control systems from British Columbia Institute of Technology. He has more than 37 years of rich experience having worked in industrial chemical plants in varied roles of engineering design and maintenance of both process control and electrical systems. His experience is valuable in the areas of plant operations, maintenance and design enhancements.
Serge Borys holds a bachelor’s degree in commerce from the University of British Columbia and a law degree from the University of Alberta. Since 2005, he has been a principal in 77 Group Corp., a US corporation having substantial real estate holdings in China. He has a comprehensive understanding of technology and the patent process.
Alicia Passmore has extensive training and experience in setting up and working with manufacturing processes, specifically with implementing LEAN manufacturing techniques. She has rich experience in the vitamin and supplement industry, which includes the formulation of new products.
Benjamin Ryder has more than 23 years of experience in administration and project management. He received project management training at the Southern Alberta Institute of Technology. He has previously worked with Bridgewater Bank where he was a key figure in the development of the credit card division. He has experience in developing large web applications and show homes for major property developments.
Rhonda Hyslop has received training as a chemical engineer and has primarily worked in industrial wastewater treatment plants, where her responsibilities have included facility design to commercial scale-up. She owns two patents and has worked on lab-scale to pilot-scale commercialization projects.
Jason Rosset is the founder of Accuworx Inc. and Sure Horizon Environmental Inc. (two leading North American environmental service companies, which are now part of NYSE listed GFL Environmental Inc.), and current chairman of Sluyter Company Ltd., a chemical manufacturer.
He is also former chair of Young Presidents’ Organization (YPO) Upper Canada and Maple Leaf Chapters. YPO is a global organization of 22,000 current and former CEOs; their companies represent approximately 10 percent of global GDP.
Dr. David Galvez received his doctorate in plant physiology from the University of Alberta, and is a seasoned expert in the formulation and commercialization of botanical-based products using traditional, non-traditional, and functional ethnobotanical plant extracts. He has developed and launched commercial products in the dietary supplement market for pain relief, sleeplessness, relaxation, and anxiety management, both in capsule and drink formats. Currently, he is focused on the nano-emulsification of cannabinoids and terpenes, the development of novel beverages, and securing research partnerships with academic institutions.
Dr. Anayansi Cohen-Fernandez is a biologist and senior reclamation specialist. She is the director of Coastal Raintree Consulting and a sessional instructor at the SFU/BCIT MSc. in ecological restoration. She specializes in land reclamation and restoration planning including reclamation following mining, oil, gas, energy, urban, forestry and agricultural disturbances. She has more than 10 years of environmental consulting and resource management experience.
Dr. Amir Dehkhoda has a PhD in chemical engineering and has extensive research and development experience in applied electrochemistry, material development, wastewater treatment and catalysis. He is currently an industrial postdoctoral fellow with a Richmond, BC-based biotech company that focuses on the characterization and optimization of wood-based nanomaterial for electrochemical energy storage and wastewater treatment applications. He has significant experience in the development of value-added carbon material from biomass waste.
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