Forward Water Technologies Inc. (“FWT”) entered into a letter of intent to acquire Hope Well Capital Corp. (TSXV:HOPE) in a reverse merger transaction on February 3, 2021. Forward Water Technologies Inc. (“FWT”) entered into definitive business combination agreement to acquire Hope Well Capital Corp. in a reverse merger transaction on June 2, 2021. Pursuant to the terms of the transaction, the FWT shares, including all FWT shares and other securities issued pursuant to the brokered private placement, will be acquired by Hope Well in consideration of Hope Well issuing five shares for each one FWT share issued and outstanding immediately prior to closing. Any FWT shares, warrants and broker options issued by FWT in the brokered private placement will be acquired by Hope Well and replaced by such number of shares, warrants and broker options of the resulting issuer with the number of securities and exercise price adjusted based on the exchange ratio. Upon completion of the transaction and the minimum brokered private placement, the non-diluted common shares of the resulting issuer shall be held as follows: FWT securityholders – 69.01%; Brokered Private Placement subscribers – 22.73%; and existing Hope Well shareholders – 8.26%. On completion of the transaction, the security holders of FWT would own a majority of the issued and outstanding shares of the Resulting Issuer. In connection with the transaction, FWT will complete a brokered financing of FWT units or subscription receipts convertible into FWT Units to raise proceeds of a minimum CAD 4.25 million and a maximum of CAD 6.5 million. Upon close of the transaction, Hope Well as the resulting issuer will continue the business of FWT and the Resulting Issuer will be listed for trading on the TSXV. The Resulting Issuer will change its name to Forward Water Technologies Corp. and will be a technology issuer under the TSXV Rules. The Resulting Issuer's common shares will trade under the trading symbol "FWTC".

Concurrent with the completion of the transaction, all Directors and officers of Hope Well will resign, other than one Hope Well director nominee, and be replaced by nominees put forth by FWT. Additional directors will be added to the board of directors of the Resulting Issuer in the normal course. Post completion the proposed Board of Directors and senior management team will include: C. Howie Honeyman, Chief Executive Officer, President and Director, Wayne Maddever, Chief Operating Officer and Director, Andrew Pasternak, Director and Chair, John Koehle, Director, Sheldon Kales, Director.

The transaction is subject to the negotiation of the definitive agreement; receipt of all requisite regulatory, stock exchange, court or governmental approvals, authorizations and consents; and completion of the brokered private placement, requisite shareholder approvals including the approval of the shareholders of FWT and HWCC, approval of the TSX Venture Exchange upon satisfaction of its initial listing requirements and other closing conditions customary. On April 13, 2021, in connection with the transaction, FWT has entered into an engagement agreement with Research Capital Corporation to act as lead agent and sole book runner, on behalf of a syndicate of agents, in connection with a private placement offering, on a commercially reasonable "best efforts" basis, of up to CAD 6.25 million of subscription receipts of FWT at a price of CAD 1.00 per subscription receipt. As of June 4, 2021, Forward Water completed the first tranche of its private placement. As of July 26, 2021, Forward Water completed the second tranche of private placement. As of October 6, 2021, the transaction has been conditionally approved by the TSX Venture Exchange. The proposed transaction will be close on or about October 19, 2021. TSX Trust Company acted as transfer agent to Hope Well Capital.