Forward Water Technologies Inc. entered into a letter of intent to acquire Hope Well Capital Corp. in a reverse merger transaction.
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.