Forward Water Technologies secures bridge debenture financing

Canada NewsWire TORONTO , June 25, 2026 /CNW/ - Forward Water Technologies Corp. (" FWTC " or the " Company ") (TSXV: FWTC) is pleased to announce a proposed non-brokered private placement offering of units of the Company (the " Units ") for minimum gross proceeds of $250,000 and maximum gross proceeds of $500,000 (the " Private Placement "). Each Unit will be issued at a price of $1,000 and will consist of one secured bridge debenture of the Company with a face value of $1,000 (each, a " Bridge Debenture ") and 8,000 common share purchase warrants of the Company (the " Warrants "). The Bridge Debentures will mature on the date that is 36 months from the date of issuance (the " Maturity Date ") and will bear interest at 12% per annum, payable annually in arrears on the last business day of each year.

Each Warrant will entitle the holder to acquire one common share of the Company at any time until the date that is 36 months from the date of issuance at an exercise price of $0.05 per common share, subject to adjustment in accordance with the warrant certificate governing the Warrants. The indebtedness and obligations of the Company pursuant to the Bridge Debentures will be secured by a first-priority security interest in all present and after-acquired property of the Company. A commitment fee equal to 10% of a subscriber's aggregate subscription amount will be payable upon redemption or repayment of the applicable Bridge Debenture.

Each Bridge Debenture will include a holder repayment right (the " Holder Repayment Right ") in connection with a qualifying equity transaction (a " QET "), being any capital raise that, net of fees and expenses, raises a minimum of $1,000,000 prior to July 1, 2027. In connection with a QET, each holder of a Bridge Debenture may elect to require the Company to repay such holder's Bridge Debenture in full upon closing of the QET, together with all accrued and unpaid interest and the commitment fee. The proceeds received by a holder who exercises the Holder Repayment Right may, at the holder's election, be applied toward a subscription for securities in the QET on the same terms as other investors in the QET.

If a holder exercises the Holder Repayment Right, the Warrants issued to such holder in connection with the repaid Bridge Debenture will automatically be cancelled upon repayment. The net proceeds of the Private Placement will be used to fund the operating and general working capital requirements of the Company. Closing of the Private Placement is expected to occur in one or more tranches, with the first tranche expected to close on or before August 8, 2026.

Certain insiders of the Company intend to participate in the Private Placement and are expected to subscribe for at least 25% of the offering. Any participation by insiders in the Private Placement will constitute a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Company intends to rely on exemptions from the formal valuation and minority approval requirements of sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation, based on a determination that the fair market value of the participation in the Private Placement by insiders will not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.