Star Metro - Forward Water Technologies Corp. Announces Increase to Size of Non-Brokered Private Placement Closing Date and Extension of Closing Date

The Offering is a non-brokered private placement of unsecured convertible debentures (the "Convertible Debentures") for proceeds of up to $1,025,000 (the "Private Placement"). The Company intends to issue units ("Debenture Units"), each priced at $1,000, with each Debenture Unit consisting of (i) $1,000 principal amount of Convertible Debentures and (ii) 5,000 common share purchase warrants ("Warrants"). Each Warrant will entitle the holder to acquire one common share of the Company (a "Common Share") at any time up to the 36-month anniversary of the date of issuance. The exercise price of the Warrants will be $0.07 per Common Share if exercised on or before the first anniversary of issuance, and $0.10 per Common Share thereafter. In addition, the Convertible Debentures will include a pre-payment right in favour of the Company, exercisable at any time following the date that is 12 months from the date of issuance. All other material terms of the private placement remain unchanged from those set out in the Company's prior press releases and are summarized below for reference. All proceeds will be used to support on-going operations. The net proceeds of the Private Placement will be used to fund operating and general working capital of the Company.

The Convertible Debentures will mature on the date that is 36 months from the date of issuance (the "Maturity Date") and bear interest at 14% per annum, payable annually. Until the principal and all interest owing are paid, a holder shall have the option to convert the principal owing pursuant to the Convertible Debenture into common shares of the Company at a conversion price of $0.07 per share during the first year of the term, and at a conversion price of $0.10 thereafter, subject to customary adjustments. At the holder's option, the Company will apply to the TSX Venture Exchange for approval to convert accrued interest into Common Shares at the then prevailing market price, pursuant to the policies of the TSX Venture Exchange.

The Company may pay to certain finders, finders fees of up to 6% of the amount raised by investors identified by the finders and issue to such finders a number of broker warrants equal to 6% of the number of common shares that may be acquired on conversion of the debentures purchased by investors identified by such finders (assuming a conversion price of $0.07 per share). The broker warrants will have terms equivalent to the Warrants described above.

Certain insiders of the Company intend to participate in the Private Placement and are expected to subscribe for at least 25% of the offering. Any participation by insiders in the Private Placement will constitute a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on exemptions from the formal valuation and minority approval requirements of sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation, based on a determination that fair market value of the participation in the Offering by insiders will not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.

Closing of the Private Placement is subject to the Company obtaining all necessary corporate and regulatory approvals, including approval of the TSXV. The Private Placement will be conducted in reliance upon certain prospectus exemptions. Pursuant to applicable Canadian securities laws, all securities issued in connection with the Private Placement will be subject to a statutory hold period of four months plus a day from the date of issuance. The Company may pay finders' fees in connection with the Private Placement and in accordance with the policies of the TSXV.

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 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, 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.

For more information or interview requests, please contact:

C. Howie Honeyman - Chief Executive Officer [email protected]
1-519-333-5888

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. Forward-looking statements in this press release include statements regarding the closing of the Private Placement, the potential use of proceeds from the Private Placement and insider participation in the Private Placement. 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.

View the original press release on ACCESS Newswire

P.Lefebvre--SMC