The Subscription Receipts have been created and issued pursuant to the phrases of a subscription receipt settlement dated September 11, 2024 (the “Subscription Receipt Settlement“) between FMAC and TSX Belief Firm (the “Subscription Receipt Agent“), as subscription receipt agent. Upon the satisfaction and/or waiver of sure escrow launch situations (the “Escrow Launch Situations“) specified within the Subscription Receipt Settlement at or earlier than January 9, 2025 (the “Escrow Launch Deadline“) every Subscription Receipt might be deemed to be routinely transformed, with out cost of extra consideration or additional motion by the holder thereof, into one unit of FMAC (every, a “Unit“). Every Unit consists of 1 frequent share within the capital of FMAC (every, a “FMAC Share“), and one-half of a typical share buy warrant of FMAC (every such complete warrant, a “Warrant“). Every Warrant will entitle the holder thereof to accumulate one (1) Frequent Share at an train worth of $0.15 for a time period expiring on the third anniversary of the closing of the Transaction. Upon completion of the Transaction, every FMAC Share might be instantly exchanged for 0.95 (the “Alternate Ratio“) frequent share of FWTC (after giving impact to FWTC’s proposed 10 to 1 share consolidation), and every Warrant might be adjusted to entitle the holder to buy frequent shares of the Ensuing Issuer (as outlined under) primarily based on the Alternate Ratio at a purchase order worth of $0.1579 per share. FMAC and FWTC are presently aiming to shut the Transaction on or about September 30, 2024, topic to the well timed satisfaction of a lot of customary closing situations, all as extra notably described in FWTC’s administration data round dated August 20, 2024.
On the closing of the Transaction, FMAC pays to sure finders (every, a “Finder“) a charge comprised of: (a) a money charge not exceeding 8.0% of the gross proceeds raised from subscriptions within the Providing from individuals who take part within the Providing that have been launched to FMAC by such Finder (the “Finder’s Payment“), and (b) a lot of compensation warrants (the “Finder Warrants“) issued by FMAC that equal to no more than 8.0% of the whole variety of Subscription Receipts issued to individuals who take part within the Providing that have been launched to FMAC by every Finder. Every Finder Warrant shall entitle the holder to subscribe for one Unit on the Challenge Value for a interval of twenty-four (24) months from the date that the frequent shares of FTWC (following the closing of the Transaction) (the “Ensuing Issuer“)start buying and selling on the TSX Enterprise Alternate (the “TSXV“). The phrases of the Finder Warrants might be topic to adjustment primarily based on the Alternate Ratio.
Upon closing of the Providing, the gross proceeds of the Providing have been deposited in escrow with the Subscription Receipt Agent pending satisfaction and/or waiver of the Escrow Launch Situations in accordance with the provisions of the Subscription Receipt Settlement. Except the requisite approval is obtained pursuant to and in accordance with the phrases of the Subscription Receipt Settlement, if the Escrow Launch Situations usually are not happy and/or waived on or earlier than the Escrow Launch Deadline, every of the then issued and excellent Subscription Receipts might be cancelled and the Subscription Receipt Agent will return to every holder of Subscription Receipts an quantity equal to the combination Challenge Value of the Subscription Receipts held by such holder plus an quantity equal to the holder’s professional rata share of any curiosity or different revenue earned on the escrowed funds (much less relevant withholding tax, if any).
The proceeds of the Providing are anticipated to be principally used for company and administrative bills of the Ensuing Issuer.
Sure administrators of FMAC subscribed for $100,000 of Subscription Receipts. The administrators of FMAC who participated within the Providing are thought of associated events for the needs of Multilateral Instrument 61-101 – Safety of Minority Safety Holders in Particular Transactions (“MI 61-101“), and their buy of Subscription Receipts constitutes a “associated celebration transaction” throughout the that means of MI 61-101. FMAC is relying upon exemptions from the formal valuation and minority shareholder approval necessities of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a), respectively – Honest Market Worth Not Extra Than 25 Per Cent of Market Capitalization, on the idea that on the time the issuances have been agreed to, neither the truthful market worth of the securities to be distributed to the FMAC administrators, nor the consideration to be acquired for the securities, exceeds 25 per cent of FMAC’s market capitalization. The Board of Administrators of FMAC has, topic to the suitable recusal of the administrators, unanimously permitted the issuances and no materially opposite view or abstention was expressed or made by any director in relation to the issuances. FMAC won’t file a cloth change report in respect of the participation of the administrators within the issuances at the least 21 days earlier than anticipated closing of the Providing issuance as FMAC needs to shut on an expedited foundation for sound enterprise causes.
This information launch doesn’t represent a suggestion to promote or a solicitation of a suggestion to purchase the securities described herein in america or in every other jurisdiction, nor shall there be any sale of the securities in any state through which such supply, solicitation or sale can be illegal. The securities haven’t been and won’t be registered beneath the U.S. Securities Act, or any state securities legal guidelines, and accordingly, might not be supplied or offered in america besides in compliance with the registration necessities of the U.S. Securities Act and relevant state securities necessities or pursuant to exemptions therefrom.
About Ahead Water Applied sciences Corp.
Ahead Water Applied sciences Corp. (TSX.V: FWTC) is a publicly traded Canadian firm devoted to saving the earth’s water provide utilizing its patented Ahead Osmosis expertise. FWTC was based by GreenCentre Canada, a number one expertise innovation centre supported by the federal government of Canada. FWTC’s expertise permits for the discount of difficult waste streams concurrently returning contemporary water for re-use or floor launch. FWTC’s mandate is to deal with the large-scale implementation of its expertise in a number of sectors, together with industrial wastewater, oil and gasoline, DLE, mining, agriculture and finally municipal water provide and re-use market sectors.
FWTC has instant plans to deal with brine from the direct lithium extraction (DLE) sector utilizing its cellular pilot tools this summer time along side its companions. This venture will set up FWTC’s iFOTM expertise as a priceless part in producing lithium carbonate from aquifer sourced brines to be used in purposes corresponding to electrical automobile (EV) battery manufacturing.
As well as, FWTC has initiated early-stage R&D for the therapy of meals and beverage course of streams.
About Fraser Mackenzie Accelerator Corp.
The Firm is a “capital pool firm” which accomplished its preliminary public providing on February 22, 2023. The FMAC Shares are listed for buying and selling on the TSXV beneath the inventory image FMAC.P. FMAC has not commenced industrial operations and has no belongings apart from money. It’s supposed that the Qualifying Transaction, when accomplished, will represent the “Qualifying Transaction” of FMAC pursuant to Coverage 2.4 – Capital Pool Firms of the TSXV.
For extra data, please go to www.forwardwater.com.
Contact Data:
Ahead Water Applied sciences Corp.
C. Howie Honeyman, Chief Govt Officer
E-mail: howie.honeyman@forwardwater.com
Phone: (519) 333-5888
Neither the TSX Enterprise Alternate nor its Regulation Companies Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Alternate) accepts accountability for the adequacy or accuracy of this information launch.
Warning Regarding Ahead Trying Data
This information launch accommodates forward-looking statements and forward-looking data (collectively, “forward-looking statements“) throughout the that means of relevant securities legal guidelines. Any statements which are contained on this information launch that aren’t statements of historic truth could also be deemed to be forward-looking statements. Ahead-looking statements are sometimes recognized by phrases corresponding to “might”, “ought to”, “anticipate”, “will”, “estimates”, “believes”: “intends” “expects” and comparable expressions that are supposed to establish forward-looking statements. Extra notably and with out limitation, this information launch accommodates forward-looking statements in regards to the Qualifying Transaction (together with, with out limitation, the anticipated timing of the completion thereof, the usage of proceeds, and the satisfaction and/or waiver of the Escrow Launch Situations). Ahead-looking statements are inherently unsure, and the precise efficiency could also be affected by a lot of materials components, assumptions and expectations, lots of that are past the management of the events, together with expectations and assumptions regarding (i) the Firm, the Ensuing Issuer, and the Transaction, and (ii) the well timed receipt of all required shareholder, court docket and regulatory approvals (as relevant), together with the approval of the TSXV. Readers are cautioned that assumptions used within the preparation of any forward-looking statements might show to be incorrect. Occasions or circumstances might trigger precise outcomes to vary materially from these predicted on account of quite a few recognized and unknown dangers, uncertainties and different components, lots of that are past the management of the Events. Readers are additional cautioned to not place undue reliance on any forward-looking statements, as such data, though thought of cheap by the respective administration of the Firm on the time of preparation, might show to be incorrect and precise outcomes might differ materially from these anticipated.
The forward-looking statements contained on this information launch are made as of the date of this information launch, and are expressly certified by the foregoing cautionary assertion. Besides as expressly required by securities legislation, neither the Firm nor FMAC undertakes any obligation to replace publicly or to revise any of the included forward-looking statements, whether or not on account of new data, future occasions or in any other case.
Additional Data
For extra data in regards to the Providing and the Qualifying Transaction, see FMAC’s and the Firm’s ‘s joint information releases dated Might 14, 2024, June 18, 2024 and July 22, 2024 and the Firm’s administration data round dated August 20, 2024. The events will present additional particulars in respect of the Transaction sooner or later by the use of press launch in accordance with the necessities of the TSXV insurance policies.
SOURCE:Ahead Water Applied sciences Inc.
View the unique press launch on accesswire.com