Forward Water Technologies Corp. Announces Secured Bridge Debenture Financing

TORONTO, June 25, 2026 /CNW/ - Forward Water Technologies Corp. ("FWTC" or the "Company") (TSXV: FWTC) is pleased to announce a proposed non-brokered private placement offering of units of the Company (the "Units") for minimum gross proceeds of $250,000 and maximum gross proceeds of $500,000 (the "Private Placement"). Each Unit will be issued at a price of $1,000 and will consist of one secured bridge debenture of the Company with a face value of $1,000 (each, a "Bridge Debenture") and 8,000 common share purchase warrants of the Company (the "Warrants"). The Bridge Debentures will mature on the date that is 36 months from the date of issuance (the "Maturity Date") and will bear interest at 12% per annum, payable annually in arrears on the last business day of each year.

Each Warrant will entitle 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 $0.05 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 will be secured by a first-priority security interest in all present and after-acquired property of the Company. A commitment fee equal to 10% of a subscriber's aggregate subscription amount will be payable upon redemption or repayment of the applicable Bridge Debenture.

Each Bridge Debenture will include a holder repayment right (the "Holder Repayment Right") in connection with a qualifying equity transaction (a "QET"), being any capital raise that, net of fees and expenses, raises a minimum of $1,000,000 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. The proceeds received by a holder who exercises the Holder Repayment Right may, at the holder's election, be applied toward a subscription for securities in the QET on the same terms as other investors in the QET. 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 fund the operating and general working capital requirements of the Company. Closing of the Private Placement is expected to occur in one or more tranches, with the first tranche expected to close on or before August 8, 2026.

Certain insiders of the Company intend to participate in the Private Placement and are expected to subscribe for at least 25% of the offering. Any participation by insiders in the Private Placement will constitute a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely 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 will not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.

Closing of the Private Placement is subject to the Company obtaining all necessary corporate and regulatory approvals, including approval of the TSXV. The Units will be 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 will be subject to a statutory hold period of four months plus one day from the applicable closing date. In the United States, the Bridge Debentures, Warrants and any common shares issuable upon exercise of the Warrants will be subject to customary U.S. hold periods and resale restrictions under Rule 144 or Regulation D, as applicable. The Company may pay finders' fees in connection with the Private Placement in accordance with the policies of the TSXV.

About Forward Water Technologies Corp.

Forward Water Technologies Corp. 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 wastewater, oil and gas, mining, agriculture and, ultimately, municipal water supply and reuse market sectors. In addition, the Company has initiated early-stage R&D for the treatment of food and beverage process streams.

For more information, please visit www.forwardwater.com.

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.

Caution Concerning Forward-Looking Information

This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends", "expects" and similar expressions, which are intended to identify forward-looking statements. Forward-looking statements in this press release include statements regarding the Private Placement, including the anticipated terms of the Units, Bridge Debentures and Warrants, the anticipated size of the Private Placement, the anticipated closing of the Private Placement, including the timing of the first tranche, anticipated insider participation, the anticipated use of proceeds, the Holder Repayment Right and the occurrence or closing of any QET, the Company's ability to obtain all necessary corporate and regulatory approvals, including approval of the TSXV, the Company's reliance on applicable prospectus exemptions and exemptions under MI 61-101, the statutory hold period and resale restrictions applicable to securities issued under the Private Placement and the potential payment of finders' fees. FWTC cautions that all forward-looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of FWTC, including those described in FWTC's disclosure documents available on SEDAR+ at www.sedarplus.ca. The reader is cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of FWTC. The reader is cautioned not to place undue reliance on any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect, and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release are made as of the date of this press release, and FWTC does not undertake to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

SOURCE Forward Water Technologies Corp.

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