TORONTO - June 4, 2021 (www.waternewswire.com) Hope Well Capital Corp.* (TSXV: HOPE.P) ("HWCC" or the "Company") and Forward Water Technologies Inc. ("FWT") are pleased to announce, further to the Company's news releases dated February 9, 2021 and April 13, 2021, their entry into a definitive business combination agreement dated June 2, 2021 (the "Combination Agreement"). The Combination Agreement will result in a reverse takeover of HWCC by FWT (the "Proposed Transaction"), and is intended to constitute HWCC's "Qualifying Transaction" pursuant to TSX Venture Exchange Policy 2.4. HWCC as the resulting issuer on completion of the Proposed Transaction (the "Resulting Issuer") will continue FWT's business, in particular the commercialization of its proprietary forward osmosis technology.
The Combination Agreement
Under the terms of the Combination Agreement, the Proposed Transaction will be completed by way of a three-cornered amalgamation under the laws of Ontario, whereby 2644246 Ontario Limited, a wholly-owned subsidiary of HWCC, will amalgamate with and into FWT (the "Amalgamation"), with FWT surviving as a wholly-owned subsidiary of HWCC. Prior to the completion of the Proposed Transaction HWCC will change its name to "Forward Water Technologies Corp." (the "Name Change") and, following completion of the Proposed Transaction, the Resulting Issuer will conduct FWT's business under the new name.
The Combination Agreement includes a number of conditions, including but not limited to, completion or waiver of sponsorship, requisite shareholder approvals including the approval of the shareholders of FWT and HWCC (with respect to the Name Change) as applicable, the completion of previously announced subscription receipt financing (the "Financing"), approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction including the approval of the TSX Venture Exchange (the "TSXV") upon satisfaction of its initial listing requirements and other closing conditions customary to transactions of the nature of the Proposed Transaction. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Pursuant to the terms of the Combination Agreement, and in connection with the Amalgamation:
(a) holders of outstanding common shares in the capital of FWT ("FWT Shares"), including FWT Shares issued upon conversion of the subscription receipts issued in connection with the Financing, will receive five fully paid and non-assessable common shares in the capital of the Resulting Issuer (each a "Resulting Issuer Share") for each FWT Share (the "Exchange Ratio") held at the deemed price of $0.20 per Resulting Issuer Share; and
(b) holders of outstanding FWT securities other than FWT Shares will have such securities replaced with securities of the Resulting Issuer in numbers and exercise prices, as applicable, adjusted based on the Exchange Ratio.
The Combination Agreement is subject to certain conditions and applicable shareholder, director and TSXV approval. On closing of the Combination Agreement, FWT will pay a finder 220,640 FWT Shares and a $220,640 cash finder's fee.
The Proposed Transaction is an "Arm's Length Transaction" as defined under TSXV policies. Sponsorship of the Proposed Transaction may be required by the TSXV unless an exemption or waiver from this requirement can be obtained in accordance with the policies of the TSXV. FWT intends to apply for a waiver of the sponsorship requirement. There is no assurance that a waiver from this requirement can or will be obtained.
FWT Financial Information
The following table contains selected financial information in respect of FWT that is derived from FWT's comparative audited financial statements for the years ended March 31, 2020 and 2019. This information should be read in conjunction with FWT's audited financial statements for the periods presented that are in the process of being restated according to IFRS accounting standards; these restated financial statements along with FWT's interim audited financial statements for the nine-month period ended December 31, 2020 will be included in the filing statement to be filed by HWCC on SEDAR in connection with the Proposed Transaction.
Proposed Board of Directors and Senior Management Team
Subject to applicable shareholder and TSXV approval, on completion of the Proposed Transaction, the board of directors of the Resulting Issuer will be reconstituted to be comprised of the following individuals:
Howie Honeyman, Chief Executive Officer, President and Director
Mr. Honeyman has served as CEO of FWT since 2015 and President since 2016. Mr. Honeyman has over 20 years of experience commercializing new technologies, having worked in senior or executive positions for both large multi-national companies including Cabot Corporation and more recently several innovation based start-ups, such as E Ink and Natrix Separations Inc. Mr. Honeyman has also served as the Chief Technology Officer for GreenCentre Canada. Mr. Honeyman's experience in developing and commercializing new technologies includes e-paper displays while at E Ink and high capacity high through-put membranes for bioprocessing as a Senior Vice President of Natrix Separations Inc., the latter was acquired by MilliporeSigma Canada Co. Mr. Honeyman is also the inventor of record on over 50 US patents. Mr. Honeyman holds a Ph.D. in Chemistry from the University of Toronto.
Wayne Maddever, Chief Operating Officer and Director
Dr. Maddever has served as a Director of FWT since 2018 and Chief Operating Officer of FWT since 2019. Dr. Maddever has over 35 years of experience working in senior executive management positions with technically based businesses in start-up, turnaround or acquisition situations where his skills at change management have aided in the commercialization of new technologies. Dr. Maddever's 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. Dr. Maddever is currently Portfolio Manager at BioIndustrial Innovation Canada and a Fellow of the Canadian Academy of Engineering. Dr. Maddever also holds a number of patents in several fields. Dr. Maddever holds a Ph.D. in Materials Science Engineering from the University of Toronto.
Andrew Pasternak, Director and Chair
Dr. Pasternak has served as a Director of FWT since 2020. Dr. Pasternak has over 24 years of experience directing early-stage companies with technology commercialization and product development activities in a wide variety of fields including chemistry, biotechnology, medical devices, drug discovery and instrumentation. Dr. Pasternak has managed multi-disciplined teams in both large and start-up company environments, directing commercial efforts that have resulted in numerous strategic partnerships, high margin service contracts and licensing agreements. Dr. Pasternak is currently a Director of Commercialization at GreenCentre Canada. Dr. Pasternak has previously directed research and commercialization at MDS Sciex Inc., Covalon Technologies Ltd, Protana Inc. and Transition Therapeutics Inc. Dr. Pasternak holds a Ph.D. in Bio-Chemical Engineering from Northwestern University as well as an MBA from the Rotman School of Business (University of Toronto). Dr. Pasternak is an accredited Professional Director and serves as a Board member in several early stage and volunteer organizations.
John Koehle, Director
Mr. Koehle has served as a Director of FWT 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 FirstLine 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 hold as B.A.Sc. in Mechanical Engineering from the University of Waterloo.
Sheldon Kales, Director
Mr. Kales has served as a Director of HWCC since 2017 and the CEO, CFO and Secretary of HWCC since 2021. Mr. Kales is an established entrepreneur with extensive leadership experience in companies in the United States and Canada in a range of industries, including mining, technology, and pharmaceuticals. Since September 2019, Mr. Kales' principal occupation has been serving as the Chief Executive Officer of Predictmedix Inc. (CSE:PMED; OTCQB:PMEDF), and since February 2021 he has served as a director of Deepspatial Inc. (CSE:DSAI). Prior to September 2019, Mr. Kales was the Chief Executive Officer of Chester Gold Corp., a private mining exploration company in northern Ontario. Additionally, he was the Founder, Chief Executive Officer and director of Security Devices International Inc., a public company quoted on the OTCBB in the United States from 2005 to 2010. From 2006 to 2008 Mr. Kales served as a director of L.A.M. Pharmaceutical Corp., a company quoted on the OTCBB. Mr. Kales holds a BA from the University of Toronto.
Leadership Support, Research and Development
The senior management team will be supported by Leonard Seed and Dr. Philip Jessop.
Leonard Seed, Director of Engineering and Operations
Mr. Seed has worked at FWT since 2016. Mr. Seed has over 18 years of experience developing and commercializing new water and wastewater treatment technologies. Mr. Seed is also named as an inventor on over seven patents and has authored several publications. Mr. Seed holds a MSc in Environmental Engineering from the University of Guelph.
Dr. Philip Jessop, Executive Research Director
Dr. Jessop was appointed to the role of Executive Research Director of FWT in 2018. Dr. Jessop has over 20 years of experience working in the field of green chemistry. Since 2003 Dr. Jessop has been a professor and Canada Research Chair of Green Chemistry at the Department of Chemistry, Queen's University in Kingston, Canada. Prior to 2003 Dr. Jessop was a professor at the University of California-Davis. Dr. Jessop is also the Technical Director of GreenCentre Canada and serves as Chair of the Editorial Board for the journal of Green Chemistry. Dr. Jessop's 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). Dr. Jessop holds a Ph.D. in Chemistry from the University of British Columbia.
The following persons are expected to be insiders of the Resulting Issuer: (i) FirstLine Venture Partners Corporation, a British Columbia company owned and controlled by Andrea Koehle Jones, Michael Koehle, and John Koehle, residents of Bowen Island, British Columbia, Vancouver, British Columbia, and Toronto, Ontario, respectively; and (ii) Sustainable Chemistry Alliance, a Federal not-for-profit corporation based in Sarnia, Ontario that is governed by its board of directors.
CFO Support Services
The Resulting Issuer plans to engage a professional services provider to fill the role of chief financial officer.
About Forward Water Technologies Inc.
FWT is an Ontario corporation incorporated on October 11, 2012 dedicated to the commercialization of its proprietary forward osmosis technology. The technology allows manufacturing operations to clean their wastewater that would otherwise require costly disposal. The technology also enables the reclamation of up to 90% of the waste as clean water and the return of this valuable resource to the environment. Alternatively, the clean water can be reused by manufacturing operations to reduce their overall water consumption and environmental footprint.
FWT's corporate office is located in Toronto, Ontario and its research, development and engineering office is located in Sarnia, Ontario. For more information on Forward Water Technologies Inc., please visit: https://www.forwardwater.com.
HWCC is a CPC governed by the policies of the TSXV. HWCC's principal business is the identification and evaluation of assets or businesses with a view to complete a Qualifying Transaction. Investors are cautioned that trading in the securities of a CPC should be considered highly speculative.
The Common Shares in the capital of HWCC are currently halted from trading pending completion of the Proposed Transaction. the Resulting Issuer will be a technology issuer under TSXV polices.
All information contained in this news release with respect to HWCC and FWT was supplied, for inclusion herein, by the respective parties and each party and its directors and officers have relied on the other party for any information concerning the other party.
Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, completion of satisfactory due diligence, completion of the Financing, TSXV acceptance and, if applicable, pursuant to policies of the TSXV, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of HWCC should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.
This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information can be identified by words such as: "intend", "believe", "estimate", "expect", "may", "will" and similar references to future periods. Examples of forward-looking information include, among others, statements made regarding the terms and conditions of the Proposed Transaction, the Financing, the Name Change, as well as information relating to FWT. The information about FWT contained in this news release has not been independently verified by HWCC. Although HWCC believes that, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because HWCC can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks (i) that the parties will not proceed with the Proposed Transaction, the Financing or the Name Change; (ii) that the ultimate terms of the Proposed Transaction, the Financing or the Name Change will differ from those that currently are contemplated; and (iii) that the Proposed Transaction, the Financing or the Name Change will not be successfully completed for any reason (including the failure to fulfill conditions of listing on the TSXV and inability to obtain required regulatory approvals). The forward-looking statements contained in this news release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.
This news release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
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.
*Hope Well Capital Corp. is in no way affiliated with or related to Hopewell Capital Corporation, a separate pre-existing business purportedly engaged in the field of venture capital across Canada, or the Hopewell Group of Companies' multi-faceted real estate and logistics group.
SOURCE Hope Well Capital Corp.
For further information: or interview requests, please contact:
HWCC: Sheldon Kales, CEO, CFO & Secretary, firstname.lastname@example.org, 647-388-1117;
FWT: C. Howie Honeyman - Chief Executive Officer, email@example.com, 416-451-8155;
Wayne Maddever - Chief Operating Officer, firstname.lastname@example.org, 416-606-5855
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