Forward Water Technologies Corp. (TSXV:FWTC) entered into a letter of intent to acquire Fraser Mackenzie Accelerator Corp. (TSXV:FMAC.P) for CAD 4.3 million on May 13, 2024. The LOI was negotiated at arm's length. The LOI contemplates that FWTC and FMAC will negotiate and enter into a definitive agreement including the following terms: All issued and outstanding FMAC Shares will be exchanged for FWTC Shares at an exchange ratio of 10.3666848 FWTC Shares for every one (1) FMAC Share with a total of 213,253,073 pre-Consolidation FWTC Shares being issued based on the 20,571,000 FMAC Shares that are issued and outstanding. 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 Option or FWTC Broker Warrant entitling the holder to purchase FWTC Shares at the applicable exercise prices, with the appropriate adjustments for the Exchange Ratio. FMAC currently has issued and outstanding (i) 20,571,000 FMAC Shares, (ii) stock options to purchase 2,057,100 FMAC Shares and (iii) broker warrants to purchase 1,437,100 FMAC Shares. It is anticipated that FWTC will complete a "ten (10) old shares for one (1) new share" share consolidation (the " Consolidation ") immediately following completion of the Transaction.

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or operations of FWTC or FMAC has occurred; and material compliance by both FWTC and FMAC with the LOI, except as superseded by the Definitive Agreement.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.