CLIFFORD L. RUCKER PROVIDES UPDATE ABOUT HOLDINGS OF FLOW BEVERAGE CORP.
This press release is issued pursuant to Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
TORONTO, June 4, 2025 /CNW/ - This release is being made by Clifford L. Rucker (" Mr. Rucker") to report information concerning holdings of RI Flow LLC (the " Investor"), NFS Leasing Canada Ltd. (" NFS Canada"), NFS Leasing, Inc. (" NFS") and Mr. Rucker in Flow Beverage Corp. (the " Issuer" or " Flow"). The Investor is directly owned by Mr. Rucker. NFS Canada is a wholly owned subsidiary of NFS and NFS is directly owned by Mr. Rucker
On June 4, 2025, the Issuer announced that it had entered into a secured convertible loan agreement with the Investor (the " Convertible Loan Agreement") pursuant to which the Investor has agreed to advance a convertible loan of up to $6,000,000 to the Issuer (the " Convertible Loan"). The Convertible Loan bears interest at an annual rate of 15% and the principal balance and accrued interest (collectively the " Outstanding Balance") of the Convertible Loan are convertible into subordinate voting shares (" SVS") of the Issuer at a conversion price of $0.065 per share, entitling the Investor to convert up to 114,115,385 SVS, assuming that all Tranches (as defined below) of the Convertible Loan are advanced. The Investor is only permitted to convert the Outstanding Balance on or after June 2, 2026, upon and following a change of control of the Issuer or upon a divestiture of the Issuer's packaging facility in Aurora, Ontario and related operations (the " Conversion Eligibility Date").
It is anticipated that as of the date of this press release, the first of three tranches (the " First Tranche") will be advanced to Flow in accordance with the terms of the Convertible Loan Agreement. The second tranche (the " Second Tranche") and third tranche (the " Third Tranche", and together with the First Tranche and Second Tranche, the " Tranches") are expected to be advanced on or about July 1, 2025, and August 1, 2025, respectively. Each Tranche will be in the principal amount of $2,000,000. The Investor's obligation to fund the Second Tranche and Third Tranche is subject to the Issuer achieving certain revenue milestones. Accordingly, there can be no assurance that the Second Tranche or Third Tranche will be advanced.
Concurrently, NFS entered into a secured business purpose loan note with Flow, providing for a loan of up to $4,000,000 (the " NFS Term Loan"). The NFS Term Loan will mature on a date that is three years from the date of issue (the " NFS Loan Maturity Date") and bear interest at a rate of 15% per annum (" NFS Loan Interest") accruing on the funded amount of up to $4,000,000 (the " NFS Loan Amount") from the date the applicable portion of the NFS Term Loan is advanced and compounding annually. The NFS Loan Amount and the NFS Loan Interest will be payable in arrears beginning on the first calendar day of the first month after the date of issue with no payments required for the first three consecutive months, followed by thirty-three equal monthly payments. The NFS Loan Amount will be advanced in tranches, with each tranche subject to the satisfaction of certain lending conditions, including the Issuer's achievement of certain monthly net revenue milestones. The NFS Term Loan is secured against all assets of the Issuer and its subsidiaries on the same basis as the security provided pursuant to the Term Loan and Security Agreement dated as of December 30, 2022 between the Issuer and NFS (the " NFS Loan Agreement") and ranks in right of payment of principal and interest pari passu with the other secured obligations pursuant to the NFS Loan Agreement and senior to all other obligations of the Issuer and its subsidiaries.
Current Holdings
Prior to June 4, 2025, the Investor owned, and Mr. Rucker beneficially owned or exercised control or direction over, 12,050,000 SVS. NFS Canada owned, and Mr. Rucker and NFS beneficially owned or exercised control or direction over, warrants exercisable into 5,345,380 SVS (the " Warrants").
Collectively, these holdings represented:
On an undiluted basis: 14.41% of the issued and outstanding SVS, a 13.43% equity interest in the Issuer, and 8.33% of the voting rights attached to all of the Issuer's outstanding voting securities; and
On a partially diluted basis (assuming full exercise of the Warrants): 19.55% of the issued and outstanding SVS, an 18.30% equity interest in the Issuer, and 11.59% of the voting rights attached to all of the Issuer's outstanding voting securities.
The forgoing percentages are based on 83,617,106 SVS and 6,106,566 multiple voting shares (" MVS") issued and outstanding.
First Tranche of the Convertible Loan
It is anticipated that the First Tranche will be advanced on June 4, 2025, following which the Investor will own, and Mr. Rucker will beneficially own or exercise control or direction over 12,050,000 SVS and, after the Conversion Eligibility Date, will hold the right to convert the Outstanding Balance into up to 38,038,462 SVS. In addition, NFS Canada will own, and Mr. Rucker and NFS will beneficially own or exercise control or direction over, warrants exercisable into 5,345,380 SVS.
Collectively, these holdings will represent:
On an undiluted basis: 14.41% of the issued and outstanding SVS, a 13.43% equity interest in the Issuer, and 8.33% of the voting rights attached to all of the Issuer's outstanding voting securities; and
On a partially diluted basis (assuming exercise of the outstanding Warrants and conversion of the Outstanding Balance): 43.65% of the issued and outstanding SVS, a 41.65% equity interest in the Issuer, and 29.48% of the voting rights attached to all of the Issuer's outstanding voting securities.
The forgoing percentages are calculated based on 121,655,568 SVS and 6,106,566 MVS issued and outstanding.
Second Tranche of the Convertible Loan
Assuming the Second Tranche is advanced to the Issuer, the Investor will own, and Mr. Rucker will beneficially own, or have control or direction over 12,050,000 SVS and, after the Conversion Eligibility Date, will hold the right to convert the Outstanding Balance into up to 76,076,923 SVS. In addition, NFS Canada will own, and Mr. Rucker and NFS will beneficially own or exercise control or direction over, warrants exercisable into 5,345,380 SVS.
Collectively, these holdings will represent:
On an undiluted basis: 14.41% of the issued and outstanding SVS, a 13.43% equity interest in the Issuer, and 8.33% of the voting rights attached to all of the Issuer's outstanding voting securities; and
On a partially diluted basis (assuming exercise of the outstanding Warrants and conversion of the Outstanding Balance): 56.64% of the issued and outstanding SVS, a 54.62% equity interest in the Issuer, and 41.34% of the voting rights attached to all of the Issuer's outstanding voting securities.
The forgoing percentages are calculated based on 159,694,029 SVS and 6,106,566 MVS issued and outstanding.
Third Tranche of the Convertible Loan
Assuming the Second and Third Tranches are advanced to the Issuer, the Investor will own, and Mr. Rucker will beneficially own, or have control or direction over, 12,050,000 SVS and, after the Conversion Eligibility Date, will hold the right to convert the Outstanding Balance into up to 114,115,385 SVS. In addition, NFS Canada will own, and Mr. Rucker and NFS will beneficially own or exercise control or direction over, warrants exercisable into 5,345,380 SVS.
Collectively, these holdings will represent:
On an undiluted basis: 14.41% of the issued and outstanding SVS, a 13.43% equity interest in the Issuer, and 8.33% of the voting rights attached to all of the Issuer's outstanding voting securities; and
On a partially diluted basis (assuming exercise of the outstanding Warrants and conversion of the Outstanding Balance): 64.76% of the issued and outstanding SVS, a 62.87% equity interest in the Issuer, and 49.79% of the voting rights attached to all of the Issuer's outstanding voting securities.
The forgoing percentages are calculated based on 197,732,491 SVS and 6,106,566 MVS issued and outstanding.
Full Conversion of the Convertible Loan
Assuming the Second and Third Tranches are advanced to the Issuer, and the Outstanding Balance is fully converted into 114,115,385 SVS following the Conversion Eligibility Date, the Investor will own, and Mr. Rucker will beneficially own, or have control or direction over, 126,165,385 SVS and NFS Canada will own, and Mr. Rucker and NFS will beneficially own, or have control or direction over, warrants convertible into 5,345,380 SVS.
Collectively, these holdings will represent:
On an undiluted basis: 63.81% of the issued and outstanding SVS, 61.89% equity interest in the Issuer, and 48.75% of the voting rights attached to all of the Issuer's outstanding voting securities, and
On a partially diluted basis (assuming exercise of the outstanding Warrants): 64.76% of the issued and outstanding SVS, 62.87% equity interest in the Issuer and 49.79% of the voting rights attached to all of the Issuer's outstanding voting securities
The forgoing percentages are calculated based on 197,732,491 SVS and 6,106,566 MVS outstanding.
This Report references interest accruing on the principal balance of the Convertible Loan, which compounds on an annual basis for the term of 18 months.
Other Information
The Investor and its affiliates may, from time to time, acquire additional securities of the Issuer and/or dispose of such securities as the Investor deems appropriate based upon market conditions, general economic and industry conditions, the trading price of the SVS, the Issuer's business, financial condition or prospects, and/or other relevant factors
The Issuer head office is located at 155 Industrial Parkway South, Unit 7-10, Aurora, Ontario L4G 3G6, the Investor and Mr. Rucker are located at 500 Cummings Center, Suite 6050, Beverly, MA 01915.
[email protected] or telephone (978) 338-6250, or on the SEDAR+ profile of the Issuer at: www.sedarplus.ca.
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In addition, NFS Canada will own, and Mr. Rucker and NFS will beneficially own or exercise control or direction over, warrants exercisable into 5,345,380 SVS. Collectively, these holdings will represent: On an undiluted basis: 14.41% of the issued and outstanding SVS, a 13.43% equity interest in the Issuer, and 8.33% of the voting rights attached to all of the Issuer's outstanding voting securities; and On a partially diluted basis (assuming exercise of the outstanding Warrants and conversion of the Outstanding Balance): 43.65% of the issued and outstanding SVS, a 41.65% equity interest in the Issuer, and 29.48% of the voting rights attached to all of the Issuer's outstanding voting securities. The forgoing percentages are calculated based on 121,655,568 SVS and 6,106,566 MVS issued and outstanding. Second Tranche of the Convertible Loan Assuming the Second Tranche is advanced to the Issuer, the Investor will own, and Mr. Rucker will beneficially own, or have control or direction over 12,050,000 SVS and, after the Conversion Eligibility Date, will hold the right to convert the Outstanding Balance into up to 76,076,923 SVS. In addition, NFS Canada will own, and Mr. Rucker and NFS will beneficially own or exercise control or direction over, warrants exercisable into 5,345,380 SVS. Collectively, these holdings will represent: On an undiluted basis: 14.41% of the issued and outstanding SVS, a 13.43% equity interest in the Issuer, and 8.33% of the voting rights attached to all of the Issuer's outstanding voting securities; and On a partially diluted basis (assuming exercise of the outstanding Warrants and conversion of the Outstanding Balance): 56.64% of the issued and outstanding SVS, a 54.62% equity interest in the Issuer, and 41.34% of the voting rights attached to all of the Issuer's outstanding voting securities. The forgoing percentages are calculated based on 159,694,029 SVS and 6,106,566 MVS issued and outstanding. Third Tranche of the Convertible Loan Assuming the Second and Third Tranches are advanced to the Issuer, the Investor will own, and Mr. Rucker will beneficially own, or have control or direction over, 12,050,000 SVS and, after the Conversion Eligibility Date, will hold the right to convert the Outstanding Balance into up to 114,115,385 SVS. In addition, NFS Canada will own, and Mr. Rucker and NFS will beneficially own or exercise control or direction over, warrants exercisable into 5,345,380 SVS. Collectively, these holdings will represent: On an undiluted basis: 14.41% of the issued and outstanding SVS, a 13.43% equity interest in the Issuer, and 8.33% of the voting rights attached to all of the Issuer's outstanding voting securities; and On a partially diluted basis (assuming exercise of the outstanding Warrants and conversion of the Outstanding Balance): 64.76% of the issued and outstanding SVS, a 62.87% equity interest in the Issuer, and 49.79% of the voting rights attached to all of the Issuer's outstanding voting securities. The forgoing percentages are calculated based on 197,732,491 SVS and 6,106,566 MVS issued and outstanding. Full Conversion of the Convertible Loan Assuming the Second and Third Tranches are advanced to the Issuer, and the Outstanding Balance is fully converted into 114,115,385 SVS following the Conversion Eligibility Date, the Investor will own, and Mr. Rucker will beneficially own, or have control or direction over, 126,165,385 SVS and NFS Canada will own, and Mr. Rucker and NFS will beneficially own, or have control or direction over, warrants convertible into 5,345,380 SVS. Collectively, these holdings will represent: On an undiluted basis: 63.81% of the issued and outstanding SVS, 61.89% equity interest in the Issuer, and 48.75% of the voting rights attached to all of the Issuer's outstanding voting securities, and On a partially diluted basis (assuming exercise of the outstanding Warrants): 64.76% of the issued and outstanding SVS, 62.87% equity interest in the Issuer and 49.79% of the voting rights attached to all of the Issuer's outstanding voting securities The forgoing percentages are calculated based on 197,732,491 SVS and 6,106,566 MVS outstanding. This Report references interest accruing on the principal balance of the Convertible Loan, which compounds on an annual basis for the term of 18 months. Other Information The Investor and its affiliates may, from time to time, acquire additional securities of the Issuer and/or dispose of such securities as the Investor deems appropriate based upon market conditions, general economic and industry conditions, the trading price of the SVS, the Issuer's business, financial condition or prospects, and/or other relevant factors The Issuer head office is located at 155 Industrial Parkway South, Unit 7-10, Aurora, Ontario L4G 3G6, the Investor and Mr. Rucker are located at 500 Cummings Center, Suite 6050, Beverly, MA 01915. [email protected] or telephone (978) 338-6250, or on the SEDAR+ profile of the Issuer at:
