Mr. C. Howie Honeyman reports
FORWARD WATER TECHNOLOGIES CORP. ANNOUNCES CLOSING OF SECURED BRIDGE DEBENTURE FINANCING
Forward Water Technologies Corp. has closed its non-brokered private placement offering of units of the company for aggregate gross proceeds of $535,000. Each unit was issued at a price of $1,000 and consisted of one secured bridge debenture of the company with a face value of $1,000 and 8,000 common share purchase warrants of the company. The bridge debentures will mature on the date that is 36 months from the date of issuance and will bear interest at 12 per cent per annum, payable annually in arrears on the last business day of each year.
Each warrant entitles the holder to acquire one common share of the company at any time until the date that is 36 months from the date of issuance at an exercise price of five cents per common share, subject to adjustment in accordance with the warrant certificate governing the warrants. The indebtedness and obligations of the company pursuant to the bridge debentures are secured by a first-priority security interest (subject only to statutory deemed trusts and other claims accorded priority by applicable law) in all present and after-acquired property of the company, other than certain excluded property. A commitment fee equal to 10 per cent of the principal amount of the applicable bridge debenture will be payable upon redemption or repayment.
Each bridge debenture includes a holder repayment right in connection with a qualifying equity transaction (QET), being any capital raise that, net of fees and expenses, raises a minimum of $1-million prior to July 1, 2027. In connection with a QET, each holder of a bridge debenture may elect to require the company to repay such holder's bridge debenture in full upon closing of the QET, together with all accrued and unpaid interest and the commitment fee. If a holder exercises the holder repayment right, the warrants issued to such holder in connection with the repaid bridge debenture will automatically be cancelled upon repayment.
The net proceeds of the private placement will be used to finance the operating and general working capital requirements of the company.
Certain insiders of the company participated in the private placement and subscribed for an aggregate of $225,000 of units. The participation by insiders in the private placement constituted a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company relied 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 the fair market value of the participation in the private placement by insiders did not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101.
The company obtained all necessary corporate and regulatory approvals, including approval of the TSX Venture Exchange. The units were offered to investors under applicable exemptions from the prospectus requirements contained in the securities laws of the provinces of Canada, on a private placement basis pursuant to Rule 144A or Regulation D in the United States, and, with the consent of the company, pursuant to the laws of certain offshore jurisdictions. Pursuant to applicable Canadian securities laws, the bridge debentures, warrants and any common shares issuable upon exercise of the warrants are subject to a statutory hold period of four months plus one day from the closing date. In the United States, the bridge debentures, warrants and any common shares issuable upon exercise of the warrants are subject to customary U.S. hold periods and resale restrictions under Rule 144 or Regulation D, as applicable. In connection with the private placement, the company paid aggregate cash finders' fees of $18,000 and issued 360,000 finders' warrants. Each finder's warrant entitles the holder to acquire one common share of the company at a price of five cents per share at any time on or before the third anniversary of the date of issuance.
About Forward Water Technologies Corp.
Forward Water 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 while simultaneously returning fresh water for reuse or surface release. The company's mandate is to focus on the large-scale implementation of its technology in multiple sectors, including industrial waste water, oil and gas, mining, agriculture, and, ultimately, municipal water supply and reuse market sectors. In addition, the company has initiated early-stage R&D (research and development) for the treatment of food and beverage process streams.
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