Hope Well Capital Corp.* and Forward Water Technologies Inc. Announce Receipt of TSXV Conditional Approval, Filing of Filing Statement, and New Independent Directors
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TORONTO, Oct. 6, 2021 /CNW/ - Forward Water Technologies Inc. ("FWT") and Hope Well Capital Corp.* (TSXV: HOPE.P) ("HWCC" or the "Company") (together with FWT, the "Parties") are pleased to announce that the TSX Venture Exchange (the "TSXV") has conditionally approved the previously announced proposed qualifying transaction between FWT and HWCC pursuant to the terms of the business combination agreement dated June 2, 2021 between HWCC and FWT (the "Proposed Transaction"), which was further amended on August 30, 2021 (the "BCA Amendment").
In connection with the Proposed Transaction, the Company has filed its filing statement dated October 6, 2021 (the "Filing Statement") on SEDAR. Investors are encouraged to review the Filing Statement on the Company's SEDAR profile at www.sedar.com as well as the news releases of HWCC dated August 5, 2021, July 26, 2021, June 4, 2021, June 3, 2021, April 13, 2021, and February 9, 2021. The Filing Statement provides detailed information about, among other things, the Proposed Transaction, FWT, the Company, and the resulting issuer following the completion of the Proposed Transaction (the "Resulting Issuer").
Assuming all conditions are satisfied, HWCC and FWT anticipate that the Proposed Transaction will close on or about October 19, 2021 and that trading of the Resulting Issuer's common shares will commence shortly thereafter. The Company will issue a further news release once the TSXV issues its bulletin announcing its acceptance of the qualifying transaction and the date that trading of the common shares of the Resulting Issuer is expected to commence on the TSXV. The Resulting Issuer's common shares will trade under the trading symbol "FWTC".
Prior to closing of the Proposed Transaction HWCC will change its name to "Forward Water Technologies Corp." (the "Name Change").
Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to: (a) receipt of regulatory approvals; (b) the TSXV's acceptance of the Proposed Transaction as HWCC's qualifying transaction; and (c) receipt of TSXV approval for listing of the Resulting Issuer' common shares. There can, however, be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement, 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 a capital pool company should be considered highly speculative. Shares of HWCC are currently halted from trading on the TSXV.
New Directors
In the news release dated June 3, 2021, the Company announced the proposed board of directors of the Resulting Issuer. Since that time, Mr. Sheldon Kales has advised FWT and the Company that he intends to resign from the board of directors upon closing of the Proposed Transaction due to time commitments and constraints. FWT and the Company have decided to replace Mr. Sheldon Kales with Ms. Lea Ray. Additionally, FWT and the Company have decided to expand the board of the Resulting Issuer to include six directors. The new director will be Mr. Gerald Goldberg. The biographies of Ms. Ray and Mr. Goldberg are included in the Filing Statement and reproduced below.
Lea Ray, Director
Ms. Ray has over 14 years of experience working as a director on both public and private sector boards. Ms. Ray's experience includes serving as the Board Chair and Audit Committee Chair of both RFA Bank of Canada and Aleafia Health Inc. (TSXV). Ms. Ray has also served as the Audit Committee Chair of Patriot One Technologies Inc. (TSX), Pro-Demnity Insurance Company, the Workplace Safety and Insurance Board (Ontario), Tarion Warranty Corporation, and the Rouge Valley Health System. Ms. Ray is a certified director of the Institute of Corporate Directors and holds a CA designation from the Canadian Institute of Chartered Accountants, as well as a Bachelor of Commerce degree from the University of Windsor.
Gerald Goldberg, Director
Mr. Goldberg has over 40 years of experience working as an accountant. Mr. Goldberg is currently the Chief Executive Officer of Golden Hills Financial Inc. Mr. Goldberg was previously a senior partner at the accounting firm Schwartz Levitsky Feldman LLP and has served as the Chief Executive Officer of Canada House Wellness Group Inc. and Osoyoos Cannabis Inc. Mr. Goldberg has also previously served as the Chief Financial Officer of Capricorn Business Acquisitions Inc. Mr. Goldberg's experience also includes serving as a board member to both Toronto Stock Exchange and TSXV listed companies, including PineTree Capital Ltd. (TSX), Prime City One Capital Corp. (formerly Scorpio Capital Corp.) (TSXV), Jite Technologies Inc. (TSXV), and Harborside Inc. (formerly Grasslands Entertainment Inc.) (TSXV). Mr. Goldberg has also previously served as a board member of companies listed on the Canadian Securities Exchange. Mr. Goldberg holds a CPA from the Canadian Institute of Charter Accountants as well as a Certificate in the Theory of Accounting from the University of South Africa.
BCA Amendment
Under the terms of the BCA Amendment, the Parties agreed to extend the deadline (from August 31, 2021 to November 14, 2021) for completing certain conditions for closing the Proposed Transaction. Further, the Parties amended the definition of the previously disclosed FWT finder's fee to clarify that FWT's obligation on closing is to pay the finder 220,640 units of FWT rather than shares of FWT, with the units having the same terms as the units underlying the FWT subscription receipts sold to investors on June 4 and July 26, 2021. Specific details are disclosed in the Filing Statement.
About Forward Water Technologies Inc.
FWT is an Ontario corporation 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.
About Hope Well Capital Corp.
HWCC is a capital pool company 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 capital pool company should be considered highly speculative.
Forward-Looking Information
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 closing of the Proposed Transaction, the trading of the Resulting Issuer's common shares, the Name Change, the conditions of the Proposed Transaction, 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 or the Name Change; (ii) that the ultimate terms of the Proposed Transaction or the Name Change will differ from those that currently are contemplated; and (iii) that the Proposed Transaction 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 described in this news release 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 or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) absent registration or an exemption from registration. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state in which where 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.
Contact Information: For more information or interview requests, please contact: HWCC: Sheldon Kales, CEO, CFO & Secretary, [email protected], 647-388-1117; FWT: C. Howie Honeyman - Chief Executive Officer, [email protected], 416-451-8155; Wayne Maddever - Chief Operating Officer, [email protected], 416-606-5855
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