Hope Well Capital Corp.* Provides Update on Proposed Acquisition of Forward Water Technologies Inc.

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES./

TORONTO, April 13, 2021 /CNW/ - Hope Well Capital Corp.* (TSXV: HOPE) ("HWCC" or the "Company"), a capital pool company as defined under Policy 2.4 ? Capital Pool Companies ("CPC") of the TSX Venture Exchange (the "TSXV"), is pleased to provide an update, further to its news release on February 9, 2021, on its acquisition of Forward Water Technologies Inc. ("FWT"), a private company incorporated under the Business Corporations Act (Ontario) (the "Transaction"). The Transaction, once complete, is expected to result in the reverse takeover of HWCC (the "Resulting Issuer") and will constitute HWCC's Qualifying Transaction, as such term is defined in the policies of the TSXV.

Subscription Receipt Financing

In connection with the Transaction, FWT is pleased to announce that it has entered into an engagement agreement with Research Capital Corporation to act as lead agent and sole book runner (the "Lead Agent"), on behalf of a syndicate of agents (together with the Lead Agent, the "Agents"), in connection with a private placement offering (the "Offering"), on a commercially reasonable "best efforts" basis, of up to $6,250,000 of subscription receipts of FWT (each, a "Subscription Receipt" and collectively, the "Subscription Receipts") at a price of $1.00 per Subscription Receipt (the "Offering Price").

"The engagement with Research Capital Corporation represents a significant opportunity for our shareholders and moves us closer to completing a successful transaction", said Howie Honeyman, Chief Executive Officer of FWT.

Immediately prior to the closing of the Transaction (the "RTO Closing"), and provided the Escrow Release Conditions (defined below) are satisfied or waived (to the extent waiver is permitted), each one Subscription Receipt shall be exchanged automatically, for no additional consideration, into one unit of FWT (a "Unit").

Each Unit will consist of one common share of FWT (each an "Underlying Share") and one-half of one common share purchase warrant (each whole warrant, an "Underlying Warrant"). Each Underlying Warrant will entitle the holder to purchase one common share of FWT (a "Warrant Share", and together with the Underlying Shares and the Underlying Warrants, the "Underlying Securities") at a price of $1.25 until the date that is 24 months following the date of the RTO Closing (the "RTO Closing Date").

In connection with the Transaction, it is intended that, among other things: (i) the Subscription Receipts will be converted into Underlying Shares and Underlying Warrants; (ii) all of the outstanding common shares of FWT (including the Underlying Shares) (each an "Issuer Share") will be exchanged for common shares of the Resulting Issuer (the "Resulting Issuer Shares") on a basis of five common shares of HWCC for each one Issuer Share (the "Exchange Ratio"); (iii) the Underlying Warrants and the Compensation Options (defined below) will be exchanged for warrants and options, respectively, of the Resulting Issuer with the number and the exercise price adjusted based on the Exchange Ratio; and (iv) HWCC will change its name to "Forward Water Technologies Inc."

The Agents will be granted an option (the "Over-Allotment Option") to offer for sale up to an additional 15% of the number of Subscription Receipts sold in the Offering at the Offering Price, which Over-Allotment Option shall be exercisable, in whole or in part, at any time up to 48 hours prior to the closing of the Offering.

The net proceeds from the Offering will be used for working capital and general corporate purposes.

Upon closing of the Offering, the gross proceeds (less 50% of the Agents' Fees (defined below) and expenses of the Agents payable on the closing date of the Offering) (the "Escrowed Funds") will be delivered to and held by a licensed Canadian trust company or other escrow agent (the "Escrow Agent"). The Escrowed Funds (less the remaining 50% of the Agents' Fees, outstanding costs and expenses of the Agents) will be released (together with the interest thereon) to FWT upon satisfaction of certain escrow release conditions and the Agents receiving a certificate from FWT prior to the Termination Time (defined below) to the effect that: (i) the completion, satisfaction or waiver of all conditions precedent to the Transaction in accordance with the Definitive Agreement, to the satisfaction of the Agents; (ii) the receipt of all required shareholder and regulatory approvals, including, without limitation, the conditional approval of the TSXV for the listing of the Resulting Issuer Shares (including those issued in exchange for the Underlying Shares and issuable pursuant to the warrants and options of the Resulting Issuer) on the TSXV and the Transaction; (iii) the receipt by the Agents of an opinion of counsel of FWT that, upon the conversion of the Subscription Receipts and completion of the Transaction, the Resulting Issuer securities issued in exchange for the Underlying Securities will not be subject to any statutory or other hold period in Canada other than restrictions for control distributions and escrow requirements of the TSXV; (iv) the representations and warranties of FWT contained in the agency agreement to be entered into among FWT and the Agents in respect of the Offering being true and accurate in all material respects, as if made on and as of the escrow release date; and (v) FWT and the Lead Agent having delivered a joint notice and direction to the Escrow Agent, confirming that the conditions set forth in (i) to (iv) above have been met or waived (together, the "Escrow Release Conditions").

If (i) RTO Closing does not occur on or prior to June 30, 2021, or such other date as may be mutually agreed to in writing among HWCC, FWT, and the Lead Agent, or (ii) FWT has advised the Agents or the public that it does not intend to proceed with the Transaction (in each case, the earliest of such times being the "Termination Time"), then all of the issued and outstanding Subscription Receipts shall be cancelled and the Escrowed Funds shall be used to pay holders of Subscription Receipts an amount equal to the Offering Price (plus an amount equal to a pro rata share of any interest or other income earned thereon). If the Escrowed Funds are not sufficient to satisfy the aggregate Offering Price paid for the then issued and outstanding Subscription Receipts (plus an amount equal to a pro rata share of the interest earned thereon), it shall be FWT's sole responsibility and liability to contribute such amounts as are necessary to satisfy any such shortfall.

The securities to be issued under the Offering will be offered by way of private placement in each of the provinces of Canada and such other jurisdictions as may be determined by FWT and the Lead Agent, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws.

The Offering is expected to close on or about the week of May 10, 2021, or such other date as agreed upon between FWT and the Lead Agent and is subject to certain conditions set out in the agency agreement to be entered into for the Offering. In connection with, and as a condition to, the completion of the Transaction, the Resulting Issuer Shares (including those issued in exchange for the Underlying Shares and issuable pursuant to the warrants and options of the Resulting Issuer) will be listed on the TSXV.

In connection with the Offering, the Agents will receive an aggregate cash fee equal to 8.0% of the gross proceeds from the Offering, including in respect of any exercise of the Over-Allotment Option (the "Agents' Fee"). The Agents will also be issued compensation options equal in number to 8.0% of the number of Subscription Receipts sold under the Offering, including in respect of any exercise of the Over-Allotment Option (the "Compensation Options"). Each Compensation Option shall be exercisable to acquire one Unit for a period of 24 months following the RTO Closing Date at the Offering Price. Upon the completion of the Transaction, the Compensation Options will be exchanged for compensation options of the Resulting Issuer on equivalent terms adjusted based on the Exchange Ratio.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within 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. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

About Forward Water Technologies Inc.

Forward Water Technologies Inc. is an Ontario corporation dedicated to the commercialization of its proprietary forward osmosis technology. FWT's corporate office is located in Mississauga, Ontario and its research, development and engineering office is located in Sarnia, Ontario. Website: forwardwater.com.

About HWCC

HWCC is a CPC governed by the policies of the TSXV. HWCC's principal business is the identification and evaluation of assets or businesses with a view to complete a Qualifying Transaction. Investors are cautioned that trading in the securities of a CPC should be considered highly speculative.

Additional Information

A comprehensive news release with further particulars relating to the Transaction, including further particulars of the Resulting Issuer and the Offering, will follow in accordance with the policies of the TSXV. In addition, a summary of FWT's financial information will be included in a subsequent news release.

All information contained in this news release with respect to HWCC and FWT was supplied, for inclusion herein, by the respective parties and each party and its directors and officers have relied on the other party for any information concerning the other party.

Cautionary Note

Completion of the Transaction is subject to receipt of all requisite regulatory, stock exchange, court or governmental approvals, authorizations and consents, approval of the shareholders of FWT and HWCC (as applicable), and completion of the Offering by FWT. Where applicable, the Transaction cannot close until the required approvals have been obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the continuous disclosure document containing full, true and plain disclosure regarding the Transaction, required to be filed with the securities regulatory authorities having jurisdiction over the affairs of the Company, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. The trading in the securities of HWCC on the TSXV should be considered highly speculative.

Trading in the common shares of the Company is presently halted and is expected to remain halted pending RTO Closing. While halted, the common shares of the Company may only trade upon TSXV approval and the filing of required materials with the TSXV as contemplated by TSXV policy.

Forward-Looking Information

This news release contains statements about the Company's expectations regarding the completion of the application for listing and the commencement of trading on the TSXV that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements include not completing the Offering, failure to fulfill conditions of listing on the TSXV and inability to obtain required regulatory approvals. The forward-looking statements contained in this news release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.

This news release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.

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.

*Hope Well Capital Corp. is in no way affiliated with or related to Hopewell Capital Corporation, a separate pre-existing business purportedly engaged in the field of venture capital across Canada, or the Hopewell Group of Companies' multi-faceted real estate and logistics group

SOURCE Hope Well Capital Corp.