Forward Water Technologies Corp. Announces Secured Bridge Debenture Financing

Executive Summary

• Forward Water Technologies Corp. announced a proposed non-brokered private placement of units priced at $1,000 each, targeting gross proceeds between $250,000 and $500,000.
• Each unit consists of a secured bridge debenture (12% annual interest, 36-month maturity) and 8,000 common share purchase warrants ($0.05 exercise price).
• Net proceeds will fund operating and working capital requirements, with closing expected in tranches starting on or before August 8, 2026, subject to TSXV and regulatory approvals.

Key Details

• Financing Structure: Non-brokered private placement of units at $1,000 per unit.
• Gross Proceeds: Minimum $250,000; Maximum $500,000.
• Debenture Terms: Secured bridge debenture with a $1,000 face value, bearing 12% interest per annum payable annually in arrears, maturing 36 months from issuance.
• Security Interest: First-priority security interest in all present and after-acquired property of the Company.
• Warrant Terms: 8,000 warrants per unit, entitling holders to acquire one common share at an exercise price of $0.05 per share, exercisable for 36 months from issuance.
• Commitment Fee: 10% of the subscriber's aggregate subscription amount, payable upon redemption or repayment of the applicable Bridge Debenture.
• Holder Repayment Right: Holders may elect to require full repayment of the debenture (principal + accrued interest + commitment fee) upon closing of a qualifying equity transaction (QET) raising a minimum of $1,000,000 (net of fees/expenses) prior to July 1, 2027. Repayment proceeds may be applied toward a subscription in the QET. Warrants automatically cancel upon repayment.
• Use of Proceeds: Funding the Company's operating and general working capital requirements.
• Insider Participation: Insiders intend to subscribe for at least 25% of the offering, constituting a related party transaction under MI 61-101. The Company intends to rely on exemptions from formal valuation and minority approval requirements.
• Closing Timeline: Expected to close in one or more tranches, with the first tranche expected on or before August 8, 2026.
• Regulatory & Hold Periods: Subject to TSXV and other corporate/regulatory approvals. Securities subject to a statutory hold period of four months plus one day under Canadian law, and customary U.S. hold periods under Rule 144/Reg D.
• Finders' Fees: The Company may pay finders' fees in accordance with TSXV policies.