Toronto, Ontario--(Newsfile Corp. - September 26, 2024) - Fraser Mackenzie Accelerator Corp. (TSXV: FMAC.P) (the "Company" or "FMAC") is pleased to announce that it has closed the second and final tranche of its previously announced private placement of subscription receipts (the "Offering") of the Company (the "Subscription Receipts"). The second tranche consisted of the issuance of the remaining 3,594,927 Subscription Receipts available under the Offering at a price of C$0.107 per Subscription Receipt (the "IssuePrice") for aggregate gross proceeds of C$384,657.19. Together with the previously announced first tranche, which closed on September 11, 2024, the Company issued a total of 15,887,850 Subscription Receipts for aggregate gross proceeds of C$1,699,999.95. In difficult market conditions the Company is pleased to have completed the maximum amount under the Offering. The Offering was completed in connection with the previously-announced arm's length Qualifying Transaction (as such term is defined in the policies of the TSX Venture Exchange ("TSXV")) (the "Qualifying Transaction") proposed to be completed by the Company and Forward Water Technologies Corp. ("FWTC"), further details of which may be found in the prior news releases of the Company, including the most recent news release of the Company dated July 22, 2024 and September 12, 2024.
The Subscription Receipts were created and issued pursuant to the terms of a subscription receipt agreement dated September 11, 2024 (the "Subscription Receipt Agreement") between the Company and TSX Trust Company (the "Subscription Receipt Agent"), as subscription receipt agent. Upon the satisfaction and/or waiver of certain escrow release conditions (the "EscrowRelease Conditions") specified in the Subscription Receipt Agreement at or before January 9, 2025 (the "Escrow Release Deadline") each Subscription Receipt will be deemed to be automatically converted, without payment of additional consideration or further action by the holder thereof, into one unit of the Company (each, a "Unit"). Each Unit consists of one common share in the capital of the Company (each, a "FMAC Share"), and one-half of a common share purchase warrant of the Company (each such whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one (1) Common Share at an exercise price of $0.15 for a term expiring on the third anniversary of the closing of the Qualifying Transaction. Upon completion of the Qualifying Transaction, each FMAC Share will be immediately exchanged for 0.95 (the "Exchange Ratio") common share of FWTC (after giving effect to FWTC's proposed 10 to 1 share consolidation), and each Warrant will be adjusted to entitle the holder to purchase common shares of the Resulting Issuer (as defined below) based on the Exchange Ratio at a purchase price of $0.1579 per share. The Company and FWTC are currently aiming to close the Qualifying Transaction on or about September 30, 2024, subject to the timely satisfaction of a number of customary closing conditions, all as more particularly described in the Company's management information circular dated August 23, 2024.
At the closing of the Qualifying Transaction, the Company will pay to certain finders (each, a "Finder") a fee comprised of: (a) a cash fee not exceeding 8.0% of the gross proceeds raised from subscriptions in the Offering from persons who participate in the Offering that were introduced to the Company by such Finder (the "Finder's Fee"), and (b) a number of compensation warrants (the "Finder Warrants") issued by the Company that equal to not more than 8.0% of the total number of Subscription Receipts issued to persons who participate in the Offering that were introduced to the Company by each Finder. Each Finder Warrant shall entitle the holder to subscribe for one Unit at the Issue Price for a period of twenty-four (24) months from the date that the common shares of FTWC (following the closing of the Qualifying Transaction) (the "Resulting Issuer") commence trading on the TSXV.
The gross proceeds of the Offering were deposited in escrow with the Subscription Receipt Agent pending satisfaction and/or waiver of the Escrow Release Conditions in accordance with the provisions of the Subscription Receipt Agreement. Unless the requisite approval is obtained pursuant to and in accordance with the terms of the Subscription Receipt Agreement, if the Escrow Release Conditions are not satisfied and/or waived on or before the Escrow Release Deadline, each of the then issued and outstanding Subscription Receipts will be cancelled and the Subscription Receipt Agent will return to each holder of Subscription Receipts an amount equal to the aggregate Issue Price of the Subscription Receipts held by such holder plus an amount equal to the holder's pro rata share of any interest or other income earned on the escrowed funds (less applicable withholding tax, if any).
The proceeds of the Offering are expected to be principally used for corporate and administrative expenses of the Resulting Issuer. Raising the maximum amount allows the Resulting Issuer more flexibility to drive its business plan going forward.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States or in any other jurisdiction, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the U.S. Securities Act, or any state securities laws, and accordingly, may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom.
About Fraser Mackenzie Accelerator Corp.
The Company is a "capital pool company" which completed its initial public offering on February 22, 2023. The FMAC Shares are listed for trading on the TSXV under the stock symbol FMAC.P. FMAC has not commenced commercial operations and has no assets other than cash. It is intended that the Qualifying Transaction, when completed, will constitute the "Qualifying Transaction" of FMAC pursuant to Policy 2.4 - Capital Pool Companies of the TSXV.
About Forward Water Technologies Corp.
Forward Water Technologies Corp. (TSXV: FWTC) is a publicly traded Canadian company dedicated to saving the earth's water supply using its patented Forward Osmosis technology. FWTC was founded by GreenCentre Canada, a leading technology innovation centre supported by the government of Canada. FWTC's technology allows for the reduction of challenging waste streams simultaneously returning fresh water for re-use or surface release. FWTC's mandate is to focus on the large-scale implementation of its technology in multiple sectors, including industrial wastewater, oil and gas, DLE, mining, agriculture and ultimately municipal water supply and re-use market sectors.
FWTC has immediate plans to treat brine from the direct lithium extraction (DLE) sector using is mobile pilot equipment this summer in conjunction with its partners. This project will establish FWTC's iFOTM technology as a valuable component in producing lithium carbonate from aquifer sourced brines for use in applications such as electric vehicle (EV) battery production.
In addition, FWTC has initiated early-stage R&D for the treatment of food and beverage process streams.
For more information, please visit www.forwardwater.com.
Cautionary Statements
This news 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 news 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. More particularly and without limitation, this news release contains forward-looking statements concerning the Qualifying Transaction (including, without limitation, the anticipated timing of the completion thereof, the use of proceeds, and the satisfaction and/or waiver of the Escrow Release Conditions). Forward-looking statements are inherently uncertain, and the actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the parties, including expectations and assumptions concerning (i) the Company, the Resulting Issuer, and the Qualifying Transaction, and (ii) the timely receipt of all required shareholder, court and regulatory approvals (as applicable), including the approval of the TSXV. Readers are 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 the Parties. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by the respective management of the Company at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
The forward-looking statements contained in this news release are made as of the date of this news release, and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities law, neither the Company nor FWTC undertakes any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise.
Further Information
For more information concerning the Offering and the Qualifying Transaction, see FWTC and the Company's 's joint news releases dated May 14, 2024, June 18, 2024, July 22, 2024 and September 12, 2024 and the Company's management information circular dated August 23, 2024. The parties will provide further details in respect of the Transaction in due course by way of press release in accordance with the requirements of the CPC Policy.
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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Not for distribution to United States newswire services or for release, publication, distribution or dissemination, directly or indirectly, in whole or in part, in or into the United States.
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