Forward Water Technologies Corp. entered into a letter of intent to acquire Fraser Mackenzie Accelerator Corp. (TSXV:FMAC.P) for CAD 4.3 million.
Completion of the Transaction is subject to a number of conditions, including but not limited to: satisfactory completion of due diligence; execution of the Definitive Agreement by May 21, 2024; completion of the Concurrent Financing; advances of the FMAC Loan, and the amounts by First Line and SCA; FWTC's aggregate liabilities, after giving effect to the conversion of the FMAC Loan and the amounts advanced by First Line and SCA, not exceeding CAD 800,000, calculated immediately before Closing; FMAC's assets net of liabilities being at least CAD 1,250,000; receipt of all director and shareholder approvals of both FMAC and FWTC at the requisite shareholder approval thresholds, as well as acceptance of the TSXV; confirmation that no adverse material change in the business, affairs, financial condition or operations of FWTC or FMAC has occurred; and material compliance by both FWTC and FMAC with the LOI, except as superseded by the Definitive Agreement. If the Transaction is completed, at the Closing, it is expected that the management team of the Resulting Issuer will remain the management team of FWTC, but be supplemented by two additional officers, and the board of directors of the Resulting Issuer on Closing will be comprised of seven persons with four directors nominated by FMAC from among its current directors, remaining two directors nominated by FWTC one independent director to be agreed upon, all subject to TSXV approval. FMAC and its board of directors shall recommend to FMAC Shareholders that they vote in favour of and adopt and approve the Transaction and any materials presented to FMAC Shareholders shall include a statement to that effect. FWTC and its board of directors shall recommend to FWTC Shareholders that they vote in favour of and adopt and approve the FWTC Shareholder Meeting Matters and any materials presented to FWTC Shareholders shall include a statement to that effect. Ms. Lea M. Ray, and Messrs. Howie Honeyman, Andrew Pasternak, and Gerry Goldberg are expected to resign from the FWTC board of directors upon Closing, and Messrs. Philip Benson, Donald Bent, David Iacobelli, and Michael Liik are expected to be appointed to the FWTC board of directors upon Closing. Also, two new Officers of the Resulting Issuer are expected to be appointed: Robert Eberschlag as Corporate Secretary and Michael Lambert as Executive Vice- President Business Development, Western Markets.