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Forward Water Technologies Corp. and Fraser Mackenzie Accelerator Corp Announce Revisions to Terms of Proposed Transaction and Concurrent Financing, Signing of Definitive Agreement for Proposed Business Combination
Toronto, Ontario--(Newsfile Corp. - July 22, 2024) - Forward Water Technologies Corp. (TSXV: FWTC...
About this update from Forward Water Technologies Corp
[{"type":"text","content":"\nForward Water Technologies Corp. and Fraser Mackenzie Accelerator Corp Announce Revisions to Terms of Proposed Transaction and Concurrent Financing, Signing of Definitive Agreement for Proposed Business CombinationToronto, Ontario--(Newsfile Corp. - July 22, 2024) - Forward Water Technologies Corp. (TSXV: FWTC) (\" FWTC \") and Fraser Mackenzie Accelerator Corp. (TSXV: FMAC.P) (the \" FMAC \") are pleased to announce that, further to their joint news releases of May 14, 2024 announcing the proposed transaction between FWTC and FMAC (the \"Transaction\"), and June 18, 2024 announcing the proposed private placement financing concurrent with the Transaction (the \"Concurrent Financing\"), they have revised the terms of the Transaction and the Concurrent Financing and have entered into a definitive agreement dated July 22, 2024 with respect to the Transaction (the \"Definitive Agreement\"). The Transaction is intended to be FMAC's qualifying transaction for purposes of TSX Venture Exchange (\"TSXV\") policies. FWTC, after completion of the Transaction, is referred to as the \" Resulting Issuer \".FWTC and FMAC have revised the terms of both the Proposed Transaction and the Concurrent Financing to accommodate an arm's length lead investor that proposes to subscribe for $1 million of the Concurrent Financing. Revised Terms of TransactionThe Transaction is proposed to occur immediately following a 10 for 1 consolidation (the \"Consolidation\") of the FWTC Common Shares (\"FWTC Shares\"), and has been revised to change the exchange ratio. It is now proposed that all issued and outstanding FMAC common shares (\"FMAC Shares\") will be exchanged for FWTC Shares at an exchange ratio of approximately 0.95 FWTC Shares for every one (1) FMAC Share on a post-Consolidation basis (approximately 9.5 on a pre-Consolidation basis), (the \"Exchange Ratio\") with a total of 19,547,931 post-Consolidation FWTC Shares being issued based on the 20,571,000 FMAC Shares that are currently issued and outstanding (which excludes any securities that will be issued in connection with the Concurrent Financing and the conversion of certain outstanding indebtedness). Each outstanding option and warrant to purchase an FMAC Share will be exchanged for or converted into comparable FWTC options or FWTC broker warrants based on the Exchange Ratio with each such FWTC O...