Mr. C. Howie Honeyman reports
FORWARD WATER TECHNOLOGIES CORP. ANNOUNCES SECURED BRIDGE DEBENTURE FINANCING
Forward Water Technologies Corp. has arranged a proposed non-brokered private placement offering of units of the company for minimum gross proceeds of $250,000 and maximum gross proceeds of $500,000. 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 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 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 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 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 per cent 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 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. 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 finance 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 Aug. 8, 2026.
Certain insiders of the company intend to participate in the private placement and are expected to subscribe for at least 25 per cent 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. 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 per cent 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 TSX Venture Exchange. 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 TSX-V.
About Forward Water Technologies Corp.
Forward Water Technologies 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 the 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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