Latest news with #NFS
Yahoo
21 hours ago
- Business
- Yahoo
Flow Beverage Corp. Closes Secured Convertible Loans and Announces TSX Conditional Approval and Shareholder Approval via Written Consent
TORONTO, June 04, 2025--(BUSINESS WIRE)--Flow Beverage Corp. (TSX:FLOW; OTCQX:FLWBF) ("Flow" or the "Company") announced today having entered into its previously announced secured business purpose loan note with NFS Leasing Canada Ltd. ("NFS") of up to $4 million (the "NFS Term Loan") and having entered into a secured convertible loan with RI Flow LLC ("RI Flow") of up to $6 million (the "RI Flow Convertible Loan" and, together with the NFS Term Loan and the RI Flow Convertible Loan, the "Business Term Loans"). RI Flow and NFS are affiliates of Clifford L. Rucker and they collectively own, or have control or direction over, more than 10% of the voting rights attached to all of the Company's outstanding voting securities on a partially diluted basis. "On behalf of the Flow team, I would like to thank NFS and Cliff Rucker for their support in this funding round. Collectively, we are optimistic that this capital injection can help Flow reach its operational and financial goals over the long term," said Nicholas Reichenbach, Founder and CEO of Flow. All currency amounts stated this press release are denominated in Canadian dollars unless specified otherwise. Toronto Stock Exchange Conditional Approval and Shareholder Approval The Company also announced today that the Toronto Stock Exchange ("TSX") has conditionally approved the Business Purpose Loans as well as the previously announced $2 million secured term loan advanced by NFS to Flow. Further to its press release dated May 26, 2025, the Company has now obtained the requisite approval from shareholders holding in the aggregate more than 50% of the total voting rights of the Company's issued and outstanding shares, excluding shares held by RI Flow, NFS and Clifford L. Rucker, which approval has been evidenced by written consent in accordance with the requirements set forth in Section 604(d) of the TSX Company Manual. This written consent satisfies the Flow security holder approval requirement of the TSX in respect of the Business Purpose Loans as well as the previously announced $2 million secured term loan advanced by NFS to Flow. Each of the Business Purpose Loans and the previously announced $2 million secured term loan advanced by NFS to Flow remain subject to the final approval of the TSX. NFS Term Loan As previously disclosed, 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 million (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 Company's achievement of certain monthly net revenue milestones. The proceeds of the NFS Term Loan will be used solely for general corporate and working capital purposes. The NFS Term Loan is secured against all assets of the Company 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 Company 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 Company and its subsidiaries. As of the date hereof, approximately $3.1 million have been funded pursuant to the NFS Term Loan. RI Flow Convertible Loan As previously disclosed, the RI Flow Convertible Loan will be issued for an aggregate principal amount of up to $6 million (the "RI Flow Convertible Loan Amount") and mature eighteen months from the date of issuance (the "RI Flow Loan Maturity Date"). The RI Flow Convertible Loan will bear interest at a rate of 15% per annum ("RI Flow Loan Interest") from the date the applicable portion of the RI Flow Convertible Loan Amount is advanced, compounded annually on the basis of a 365-day year, and paid on the RI Loan Maturity Date ("RI Flow Loan Interest"). On the RI Flow Loan Maturity Date, the outstanding principal amount of the RI Flow Convertible Loan (together with all accrued and unpaid interest thereon) not elected for conversion into SV Share (as herein defined) shall become immediately due and payable by the Company in full in cash. The RI Flow Loan Amount will be advanced in tranches, subject to the satisfaction of certain lending conditions, including the Company's achievement of certain monthly net revenue milestones. Beginning one year following the issuance of the RI Flow Convertible Loan, RI Flow will have the right to convert all or any portion of the outstanding principal amount of the RI Flow Convertible Loan (and any accrued and unpaid interest thereon) into subordinate voting shares in the capital of the Company (each, a "SV Share") at a conversion price of $0.065 per SV Share (the "Conversion Price") on not less than ten business days' notice to the Company. Upon a change of control of the Company or a divestiture of the Company's packaging facility in Aurora, Ontario and related operations, RI Flow will have the right to either (a) convert all or any portion of the outstanding principal amount of the RI Flow Convertible Loan (and any accrued and unpaid interest thereon) into SV Shares at the Conversion Price or (b) provided the Company receives net proceeds at the closing of such change of control or divestiture transaction results of at least $12 million, accelerate payment of the whole or any part of the outstanding principal amount of the RI Flow Convertible Loan (and any accrued and unpaid interest thereon) in cash. The RI Flow Convertible Loan provides for customary anti-dilution provisions pursuant to which the Conversion Price will be subject to adjustment in certain customary events and will be non-transferable, other than to wholly-owned affiliates of RI Flow. The maximum number of SV Shares issuable on conversion of the RI Flow Convertible Loan is 114,115,385 SVS, which represents 127.19% of the total number of issued and outstanding SV Shares and multiple voting shares on a non-diluted basis. The Conversion Price of $0.065 represents an 8.9% premium to the SV Share market price of $0.0597 as at May 22, 2025. The RI Flow Convertible Loan is secured against all assets of the Company and its subsidiaries on the same basis as the security provided pursuant to the Term Loan and Security Agreement dated as of October 31, 2024 between, inter alios, the Company, and RI Flow (the "RI Flow Loan Agreement"), and will rank in right of payment of principal and interest subordinate only to the obligations secured pursuant to the NFS Loan Agreement, pari passu with the secured obligations pursuant to the RI Flow Loan Agreement and senior to all other obligations of the Company and its subsidiaries. Proceeds from the RI Flow Convertible Loan will be used for general working capital and corporate purposes. Minority Shareholders Protection As previously disclosed, the Business Purpose Loans constitute "related party transactions" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Flow is relying on the "financial hardship" exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 available respectively under Sections 5.5(g) and 5.7(e). The independent directors of Flow, having taken into account the liquidity, financial position and cash needs of the Company, the objectives of the Business Purposes Loans, the alternatives available to the Company, relevant benefits, risks and other factors, including the relative impacts on applicable stakeholders, and such matters they considered relevant or appropriate, have unanimously determined that the Company is in serious financial difficulty, that the Business Purposes Loans are designed to improve the Company's financial situation, that the terms of the Business Purposes Loans are reasonable in the circumstances, and that the Business Purposes Loans are the best interests of the Corporation. The Company did not file a material change report in respect of the Business Purpose Loans 21 days in advance of the entering into of the Business Purpose Loans as the terms of such Business Purpose Loans had not been confirmed at that time. About Flow Flow is one of the fastest-growing premium water companies in North America. Founded in 2014, Flow's mission since day one has been to reduce environmental impacts by providing sustainably sourced natural mineral spring water in the most sustainable product formats. Today, the brand is B-Corp Certified with a best-in-class score of 114.5, offering a diversified line of health and wellness-oriented beverage products: original mineral spring water, award-winning organic flavours and sparkling mineral spring water in sizes ranging from 300-ml to 1-litre. All products contain naturally occurring electrolytes and essential minerals and support Flow's overarching purpose to "bring wellness to the world through the positive power of water." Flow beverage products are available at retailers in Canada and the United States, and online at For more information on Flow, please visit Flow's investor relations site at: Cautionary Statement Regarding Forward-Looking Statements This press release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws ("Forward-Looking Statements"). The Forward-Looking Statements contained in this press release relate to future events or Flow's future plans, operations, strategy, performance or financial position and are based on Flow's current expectations, estimates, projections, beliefs and assumptions, including, among other things, in respect of the Company's ability to satisfy the conditions for drawing future advances under the NFS Term Loan and/or the RI Flow Convertible Loan, including achieving the monthly revenue milestones thereunder, the Company's ability to maintain compliance with covenants under the its loan agreements with NFS, RI Flow and its other lenders. In particular, there is no assurance that the principal amount that will be advanced under the Business Purpose Loans, that the Company will satisfy all or any of the conditions for drawing future advances under the Business Purpose Loans, including achieving the monthly revenue milestones thereunder, that the Company will maintain compliance with covenants under its loan agreements with NFS, RI Flow and its other lenders or that NFS or RI Flow will provide future waivers in respect of the Company's non-compliance with certain covenants under its loan agreements with NFS and/or RI Flow. Such Forward-Looking Statements have been made by Flow in light of the information available to it at the time the statements were made and reflect its experience and perception of historical trends. All statements and information other than historical fact may be forward-looking statements. Such Forward-Looking Statements are often, but not always, identified by the use of words such as "may", "would", "should", "could", "expect", "intend", "estimate", "anticipate", "plan", "foresee", "believe", "continue", "expect", "believe", "anticipate", "estimate", "will", "potential", "proposed" and other similar words and expressions. Forward-Looking Statements are based on certain expectations and assumptions and are subject to known and unknown risks and uncertainties and other factors, many of which are beyond Flow's control, that could cause actual events, results, performance and achievements to differ materially from those anticipated in these Forward-Looking Statements. Forward-Looking Statements are provided for the purpose of assisting the reader in understanding Flow and its business, operations, prospects, and risks at a point in time in the context of historical and possible future developments, and the reader is therefore cautioned that such information may not be appropriate for other purposes. Forward-Looking Statements should not be read as guarantees of future performance or results. Readers are cautioned not to place undue reliance on these Forward-Looking Statements, which speak only as of the date of this press release. Unless otherwise noted or the context otherwise indicates, the Forward-Looking Statements contained herein are provided as of the date hereof, and the Company disclaims any intention or obligation, except to the extent required by law, to update or revise any Forward-Looking Statements as a result of new information or future events, or for any other reason. The following press release should be read in conjunction with the management's discussion and analysis and unaudited condensed consolidated interim financial statements and notes thereto as at and for the three months ended January 31, 2025. Additional information about Flow is available on the Company's profile on SEDAR+ at including the Company's Annual Information Form for the year ended October 31, 2024 dated January 29, 2025. View source version on Contacts Trent MacDonald, Chief Financial Officer1-844-356-9426investors@ Investors:Marc Charbininvestors@ Media:Natasha Koifmannk@ Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Associated Press
21 hours ago
- Business
- Associated Press
Flow Beverage Corp. Closes Secured Convertible Loans and Announces TSX Conditional Approval and Shareholder Approval via Written Consent
TORONTO--(BUSINESS WIRE)--Jun 4, 2025-- Flow Beverage Corp. (TSX:FLOW; OTCQX:FLWBF) (' Flow ' or the ' Company ') announced today having entered into its previously announced secured business purpose loan note with NFS Leasing Canada Ltd. (' NFS ') of up to $4 million (the ' NFS Term Loan ') and having entered into a secured convertible loan with RI Flow LLC (' RI Flow ') of up to $6 million (the ' RI Flow Convertible Loan ' and, together with the NFS Term Loan and the RI Flow Convertible Loan, the ' Business Term Loans '). RI Flow and NFS are affiliates of Clifford L. Rucker and they collectively own, or have control or direction over, more than 10% of the voting rights attached to all of the Company's outstanding voting securities on a partially diluted basis. 'On behalf of the Flow team, I would like to thank NFS and Cliff Rucker for their support in this funding round. Collectively, we are optimistic that this capital injection can help Flow reach its operational and financial goals over the long term,' said Nicholas Reichenbach, Founder and CEO of Flow. All currency amounts stated this press release are denominated in Canadian dollars unless specified otherwise. Toronto Stock Exchange Conditional Approval and Shareholder Approval The Company also announced today that the Toronto Stock Exchange (' TSX ') has conditionally approved the Business Purpose Loans as well as the previously announced $2 million secured term loan advanced by NFS to Flow. Further to its press release dated May 26, 2025, the Company has now obtained the requisite approval from shareholders holding in the aggregate more than 50% of the total voting rights of the Company's issued and outstanding shares, excluding shares held by RI Flow, NFS and Clifford L. Rucker, which approval has been evidenced by written consent in accordance with the requirements set forth in Section 604(d) of the TSX Company Manual. This written consent satisfies the Flow security holder approval requirement of the TSX in respect of the Business Purpose Loans as well as the previously announced $2 million secured term loan advanced by NFS to Flow. Each of the Business Purpose Loans and the previously announced $2 million secured term loan advanced by NFS to Flow remain subject to the final approval of the TSX. NFS Term Loan As previously disclosed, 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 million (the ' NFSLoan 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 Company's achievement of certain monthly net revenue milestones. The proceeds of the NFS Term Loan will be used solely for general corporate and working capital purposes. The NFS Term Loan is secured against all assets of the Company 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 Company 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 Company and its subsidiaries. As of the date hereof, approximately $3.1 million have been funded pursuant to the NFS Term Loan. RI Flow Convertible Loan As previously disclosed, the RI Flow Convertible Loan will be issued for an aggregate principal amount of up to $6 million (the ' RI Flow Convertible Loan Amount ') and mature eighteen months from the date of issuance (the " RI Flow Loan Maturity Date "). The RI Flow Convertible Loan will bear interest at a rate of 15% per annum (" RI Flow Loan Interest ") from the date the applicable portion of the RI Flow Convertible Loan Amount is advanced, compounded annually on the basis of a 365-day year, and paid on the RI Loan Maturity Date (" RI Flow Loan Interest "). On the RI Flow Loan Maturity Date, the outstanding principal amount of the RI Flow Convertible Loan (together with all accrued and unpaid interest thereon) not elected for conversion into SV Share (as herein defined) shall become immediately due and payable by the Company in full in cash. The RI Flow Loan Amount will be advanced in tranches, subject to the satisfaction of certain lending conditions, including the Company's achievement of certain monthly net revenue milestones. Beginning one year following the issuance of the RI Flow Convertible Loan, RI Flow will have the right to convert all or any portion of the outstanding principal amount of the RI Flow Convertible Loan (and any accrued and unpaid interest thereon) into subordinate voting shares in the capital of the Company (each, a ' SV Share ') at a conversion price of $0.065 per SV Share (the ' Conversion Price ') on not less than ten business days' notice to the Company. Upon a change of control of the Company or a divestiture of the Company's packaging facility in Aurora, Ontario and related operations, RI Flow will have the right to either (a) convert all or any portion of the outstanding principal amount of the RI Flow Convertible Loan (and any accrued and unpaid interest thereon) into SV Shares at the Conversion Price or (b) provided the Company receives net proceeds at the closing of such change of control or divestiture transaction results of at least $12 million, accelerate payment of the whole or any part of the outstanding principal amount of the RI Flow Convertible Loan (and any accrued and unpaid interest thereon) in cash. The RI Flow Convertible Loan provides for customary anti-dilution provisions pursuant to which the Conversion Price will be subject to adjustment in certain customary events and will be non-transferable, other than to wholly-owned affiliates of RI Flow. The maximum number of SV Shares issuable on conversion of the RI Flow Convertible Loan is 114,115,385 SVS, which represents 127.19% of the total number of issued and outstanding SV Shares and multiple voting shares on a non-diluted basis. The Conversion Price of $0.065 represents an 8.9% premium to the SV Share market price of $0.0597 as at May 22, 2025. The RI Flow Convertible Loan is secured against all assets of the Company and its subsidiaries on the same basis as the security provided pursuant to the Term Loan and Security Agreement dated as of October 31, 2024 between, inter alios, the Company, and RI Flow (the ' RI Flow Loan Agreement '), and will rank in right of payment of principal and interest subordinate only to the obligations secured pursuant to the NFS Loan Agreement, pari passu with the secured obligations pursuant to the RI Flow Loan Agreement and senior to all other obligations of the Company and its subsidiaries. Proceeds from the RI Flow Convertible Loan will be used for general working capital and corporate purposes. Minority Shareholders Protection As previously disclosed, the Business Purpose Loans constitute 'related party transactions' under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ('MI 61-101'). Flow is relying on the 'financial hardship' exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 available respectively under Sections 5.5(g) and 5.7(e). The independent directors of Flow, having taken into account the liquidity, financial position and cash needs of the Company, the objectives of the Business Purposes Loans, the alternatives available to the Company, relevant benefits, risks and other factors, including the relative impacts on applicable stakeholders, and such matters they considered relevant or appropriate, have unanimously determined that the Company is in serious financial difficulty, that the Business Purposes Loans are designed to improve the Company's financial situation, that the terms of the Business Purposes Loans are reasonable in the circumstances, and that the Business Purposes Loans are the best interests of the Corporation. The Company did not file a material change report in respect of the Business Purpose Loans 21 days in advance of the entering into of the Business Purpose Loans as the terms of such Business Purpose Loans had not been confirmed at that time. About Flow Flow is one of the fastest-growing premium water companies in North America. Founded in 2014, Flow's mission since day one has been to reduce environmental impacts by providing sustainably sourced natural mineral spring water in the most sustainable product formats. Today, the brand is B-Corp Certified with a best-in-class score of 114.5, offering a diversified line of health and wellness-oriented beverage products: original mineral spring water, award-winning organic flavours and sparkling mineral spring water in sizes ranging from 300-ml to 1-litre. All products contain naturally occurring electrolytes and essential minerals and support Flow's overarching purpose to 'bring wellness to the world through the positive power of water.' Flow beverage products are available at retailers in Canada and the United States, and online at For more information on Flow, please visit Flow's investor relations site at: Cautionary Statement Regarding Forward-Looking Statements This press release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws (' Forward-Looking Statements '). The Forward-Looking Statements contained in this press release relate to future events or Flow's future plans, operations, strategy, performance or financial position and are based on Flow's current expectations, estimates, projections, beliefs and assumptions, including, among other things, in respect of the Company's ability to satisfy the conditions for drawing future advances under the NFS Term Loan and/or the RI Flow Convertible Loan, including achieving the monthly revenue milestones thereunder, the Company's ability to maintain compliance with covenants under the its loan agreements with NFS, RI Flow and its other lenders. In particular, there is no assurance that the principal amount that will be advanced under the Business Purpose Loans, that the Company will satisfy all or any of the conditions for drawing future advances under the Business Purpose Loans, including achieving the monthly revenue milestones thereunder, that the Company will maintain compliance with covenants under its loan agreements with NFS, RI Flow and its other lenders or that NFS or RI Flow will provide future waivers in respect of the Company's non-compliance with certain covenants under its loan agreements with NFS and/or RI Flow. Such Forward-Looking Statements have been made by Flow in light of the information available to it at the time the statements were made and reflect its experience and perception of historical trends. All statements and information other than historical fact may be forward-looking statements. Such Forward-Looking Statements are often, but not always, identified by the use of words such as 'may', 'would', 'should', 'could', 'expect', 'intend', 'estimate', 'anticipate', 'plan', 'foresee', 'believe', 'continue', 'expect', 'believe', 'anticipate', 'estimate', 'will', 'potential', 'proposed' and other similar words and expressions. Forward-Looking Statements are based on certain expectations and assumptions and are subject to known and unknown risks and uncertainties and other factors, many of which are beyond Flow's control, that could cause actual events, results, performance and achievements to differ materially from those anticipated in these Forward-Looking Statements. Forward-Looking Statements are provided for the purpose of assisting the reader in understanding Flow and its business, operations, prospects, and risks at a point in time in the context of historical and possible future developments, and the reader is therefore cautioned that such information may not be appropriate for other purposes. Forward-Looking Statements should not be read as guarantees of future performance or results. Readers are cautioned not to place undue reliance on these Forward-Looking Statements, which speak only as of the date of this press release. Unless otherwise noted or the context otherwise indicates, the Forward-Looking Statements contained herein are provided as of the date hereof, and the Company disclaims any intention or obligation, except to the extent required by law, to update or revise any Forward-Looking Statements as a result of new information or future events, or for any other reason. The following press release should be read in conjunction with the management's discussion and analysis and unaudited condensed consolidated interim financial statements and notes thereto as at and for the three months ended January 31, 2025. Additional information about Flow is available on the Company's profile on SEDAR+ at including the Company's Annual Information Form for the year ended October 31, 2024 dated January 29, 2025. View source version on CONTACT: Trent MacDonald, Chief Financial Officer 1-844-356-9426 [email protected]: Marc Charbin [email protected]: Natasha Koifman [email protected] KEYWORD: NORTH AMERICA CANADA INDUSTRY KEYWORD: FINANCE FOOD/BEVERAGE RETAIL PROFESSIONAL SERVICES ORGANIC FOOD SOURCE: Flow Beverage Corp. Copyright Business Wire 2025. PUB: 06/04/2025 08:10 AM/DISC: 06/04/2025 08:09 AM
Business Wire
21 hours ago
- Business
- Business Wire
Flow Beverage Corp. Closes Secured Convertible Loans and Announces TSX Conditional Approval and Shareholder Approval via Written Consent
TORONTO--(BUSINESS WIRE)-- Flow Beverage Corp. (TSX:FLOW; OTCQX:FLWBF) (' Flow ' or the ' Company ') announced today having entered into its previously announced secured business purpose loan note with NFS Leasing Canada Ltd. (' NFS ') of up to $4 million (the ' NFS Term Loan ') and having entered into a secured convertible loan with RI Flow LLC (' RI Flow ') of up to $6 million (the ' RI Flow Convertible Loan ' and, together with the NFS Term Loan and the RI Flow Convertible Loan, the ' Business Term Loans '). RI Flow and NFS are affiliates of Clifford L. Rucker and they collectively own, or have control or direction over, more than 10% of the voting rights attached to all of the Company's outstanding voting securities on a partially diluted basis. 'On behalf of the Flow team, I would like to thank NFS and Cliff Rucker for their support in this funding round. Collectively, we are optimistic that this capital injection can help Flow reach its operational and financial goals over the long term,' said Nicholas Reichenbach, Founder and CEO of Flow. All currency amounts stated this press release are denominated in Canadian dollars unless specified otherwise. Toronto Stock Exchange Conditional Approval and Shareholder Approval The Company also announced today that the Toronto Stock Exchange (' TSX ') has conditionally approved the Business Purpose Loans as well as the previously announced $2 million secured term loan advanced by NFS to Flow. Further to its press release dated May 26, 2025, the Company has now obtained the requisite approval from shareholders holding in the aggregate more than 50% of the total voting rights of the Company's issued and outstanding shares, excluding shares held by RI Flow, NFS and Clifford L. Rucker, which approval has been evidenced by written consent in accordance with the requirements set forth in Section 604(d) of the TSX Company Manual. This written consent satisfies the Flow security holder approval requirement of the TSX in respect of the Business Purpose Loans as well as the previously announced $2 million secured term loan advanced by NFS to Flow. Each of the Business Purpose Loans and the previously announced $2 million secured term loan advanced by NFS to Flow remain subject to the final approval of the TSX. NFS Term Loan As previously disclosed, 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 million (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 Company's achievement of certain monthly net revenue milestones. The proceeds of the NFS Term Loan will be used solely for general corporate and working capital purposes. The NFS Term Loan is secured against all assets of the Company 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 Company 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 Company and its subsidiaries. As of the date hereof, approximately $3.1 million have been funded pursuant to the NFS Term Loan. RI Flow Convertible Loan As previously disclosed, the RI Flow Convertible Loan will be issued for an aggregate principal amount of up to $6 million (the ' RI Flow Convertible Loan Amount ') and mature eighteen months from the date of issuance (the " RI Flow Loan Maturity Date"). The RI Flow Convertible Loan will bear interest at a rate of 15% per annum (" RI Flow Loan Interest") from the date the applicable portion of the RI Flow Convertible Loan Amount is advanced, compounded annually on the basis of a 365-day year, and paid on the RI Loan Maturity Date (" RI Flow Loan Interest"). On the RI Flow Loan Maturity Date, the outstanding principal amount of the RI Flow Convertible Loan (together with all accrued and unpaid interest thereon) not elected for conversion into SV Share (as herein defined) shall become immediately due and payable by the Company in full in cash. The RI Flow Loan Amount will be advanced in tranches, subject to the satisfaction of certain lending conditions, including the Company's achievement of certain monthly net revenue milestones. Beginning one year following the issuance of the RI Flow Convertible Loan, RI Flow will have the right to convert all or any portion of the outstanding principal amount of the RI Flow Convertible Loan (and any accrued and unpaid interest thereon) into subordinate voting shares in the capital of the Company (each, a ' SV Share ') at a conversion price of $0.065 per SV Share (the ' Conversion Price ') on not less than ten business days' notice to the Company. Upon a change of control of the Company or a divestiture of the Company's packaging facility in Aurora, Ontario and related operations, RI Flow will have the right to either (a) convert all or any portion of the outstanding principal amount of the RI Flow Convertible Loan (and any accrued and unpaid interest thereon) into SV Shares at the Conversion Price or (b) provided the Company receives net proceeds at the closing of such change of control or divestiture transaction results of at least $12 million, accelerate payment of the whole or any part of the outstanding principal amount of the RI Flow Convertible Loan (and any accrued and unpaid interest thereon) in cash. The RI Flow Convertible Loan provides for customary anti-dilution provisions pursuant to which the Conversion Price will be subject to adjustment in certain customary events and will be non-transferable, other than to wholly-owned affiliates of RI Flow. The maximum number of SV Shares issuable on conversion of the RI Flow Convertible Loan is 114,115,385 SVS, which represents 127.19% of the total number of issued and outstanding SV Shares and multiple voting shares on a non-diluted basis. The Conversion Price of $0.065 represents an 8.9% premium to the SV Share market price of $0.0597 as at May 22, 2025. The RI Flow Convertible Loan is secured against all assets of the Company and its subsidiaries on the same basis as the security provided pursuant to the Term Loan and Security Agreement dated as of October 31, 2024 between, inter alios, the Company, and RI Flow (the ' RI Flow Loan Agreement '), and will rank in right of payment of principal and interest subordinate only to the obligations secured pursuant to the NFS Loan Agreement, pari passu with the secured obligations pursuant to the RI Flow Loan Agreement and senior to all other obligations of the Company and its subsidiaries. Proceeds from the RI Flow Convertible Loan will be used for general working capital and corporate purposes. Minority Shareholders Protection As previously disclosed, the Business Purpose Loans constitute 'related party transactions' under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ('MI 61-101'). Flow is relying on the 'financial hardship' exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 available respectively under Sections 5.5(g) and 5.7(e). The independent directors of Flow, having taken into account the liquidity, financial position and cash needs of the Company, the objectives of the Business Purposes Loans, the alternatives available to the Company, relevant benefits, risks and other factors, including the relative impacts on applicable stakeholders, and such matters they considered relevant or appropriate, have unanimously determined that the Company is in serious financial difficulty, that the Business Purposes Loans are designed to improve the Company's financial situation, that the terms of the Business Purposes Loans are reasonable in the circumstances, and that the Business Purposes Loans are the best interests of the Corporation. The Company did not file a material change report in respect of the Business Purpose Loans 21 days in advance of the entering into of the Business Purpose Loans as the terms of such Business Purpose Loans had not been confirmed at that time. About Flow Flow is one of the fastest-growing premium water companies in North America. Founded in 2014, Flow's mission since day one has been to reduce environmental impacts by providing sustainably sourced natural mineral spring water in the most sustainable product formats. Today, the brand is B-Corp Certified with a best-in-class score of 114.5, offering a diversified line of health and wellness-oriented beverage products: original mineral spring water, award-winning organic flavours and sparkling mineral spring water in sizes ranging from 300-ml to 1-litre. All products contain naturally occurring electrolytes and essential minerals and support Flow's overarching purpose to 'bring wellness to the world through the positive power of water.' Flow beverage products are available at retailers in Canada and the United States, and online at For more information on Flow, please visit Flow's investor relations site at: Cautionary Statement Regarding Forward-Looking Statements This press release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws (' Forward-Looking Statements '). The Forward-Looking Statements contained in this press release relate to future events or Flow's future plans, operations, strategy, performance or financial position and are based on Flow's current expectations, estimates, projections, beliefs and assumptions, including, among other things, in respect of the Company's ability to satisfy the conditions for drawing future advances under the NFS Term Loan and/or the RI Flow Convertible Loan, including achieving the monthly revenue milestones thereunder, the Company's ability to maintain compliance with covenants under the its loan agreements with NFS, RI Flow and its other lenders. In particular, there is no assurance that the principal amount that will be advanced under the Business Purpose Loans, that the Company will satisfy all or any of the conditions for drawing future advances under the Business Purpose Loans, including achieving the monthly revenue milestones thereunder, that the Company will maintain compliance with covenants under its loan agreements with NFS, RI Flow and its other lenders or that NFS or RI Flow will provide future waivers in respect of the Company's non-compliance with certain covenants under its loan agreements with NFS and/or RI Flow. Such Forward-Looking Statements have been made by Flow in light of the information available to it at the time the statements were made and reflect its experience and perception of historical trends. All statements and information other than historical fact may be forward-looking statements. Such Forward-Looking Statements are often, but not always, identified by the use of words such as 'may', 'would', 'should', 'could', 'expect', 'intend', 'estimate', 'anticipate', 'plan', 'foresee', 'believe', 'continue', 'expect', 'believe', 'anticipate', 'estimate', 'will', 'potential', 'proposed' and other similar words and expressions. Forward-Looking Statements are based on certain expectations and assumptions and are subject to known and unknown risks and uncertainties and other factors, many of which are beyond Flow's control, that could cause actual events, results, performance and achievements to differ materially from those anticipated in these Forward-Looking Statements. Forward-Looking Statements are provided for the purpose of assisting the reader in understanding Flow and its business, operations, prospects, and risks at a point in time in the context of historical and possible future developments, and the reader is therefore cautioned that such information may not be appropriate for other purposes. Forward-Looking Statements should not be read as guarantees of future performance or results. Readers are cautioned not to place undue reliance on these Forward-Looking Statements, which speak only as of the date of this press release. Unless otherwise noted or the context otherwise indicates, the Forward-Looking Statements contained herein are provided as of the date hereof, and the Company disclaims any intention or obligation, except to the extent required by law, to update or revise any Forward-Looking Statements as a result of new information or future events, or for any other reason. The following press release should be read in conjunction with the management's discussion and analysis and unaudited condensed consolidated interim financial statements and notes thereto as at and for the three months ended January 31, 2025. Additional information about Flow is available on the Company's profile on SEDAR+ at
Cision Canada
a day ago
- Business
- Cision Canada
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:
Business Wire
2 days ago
- Business
- Business Wire
HoloMem Partners With QStar Technologies on New Revolutionary Cold Storage Technology
DENVER--(BUSINESS WIRE)--HoloMem, developers of future fit cold data storage technology, and QStar Technologies Inc, the leader in archive management software, today announced a strategic partnership to develop joint solutions for the worldwide archive storage market. HoloMem, developers of future fit cold data storage technology, and QStar Technologies Inc, the leader in archive management software, today announced a strategic partnership to develop joint solutions for the worldwide archive storage market. For the last 40 years, QStar has developed software for all leading archive technologies that have come to market, from CD Recordable and Magneto Optical to LTO tape and cloud storage. QStar software is used in many verticals, including HPC / AI, Media and Entertainment, Video Surveillance, Healthcare, Space and Satellite Agencies, Government Bodies and others. QStar software provides front-end interfaces for users and applications to send data that is then stored on one or more archive technologies including S3, SMB and NFS and can be installed on Windows or Linux servers. HoloMem is a leading data storage technology company that is developing the first commercially available holographic storage technology. Its HoloDrive uses infinitely readable holograms to store data at ultra high density on abundantly available polymer material. Because there are no temperature or humidity controls required, there is zero energy used in storage, throughout the technology's proven 50+ year lifespan. HoloDrive will also have vastly improved capacity on the latest version of LTO, reaching up to 200TB in a cartridge. As HoloDrive is backwards compatible, and designed to be plug and play, this partnership will see QStar integrate Archive Manager (single server) and Global ArchiveSpace (multi-server) products with HoloMem drives and media to allow prospective customers to test early release product in their own environments. HoloMem's solution has been designed to integrate with legacy systems with minimal hardware or software disruption. QStar is a founding partner of the Active Archive Alliance, and HoloMem is a supporting member of the Digital Preservation Coalition. HoloMem is also a member of SNIA (Storage Networking Industry Association), an organization that promotes technologies related to the storage, transport, optimization of infrastructure, acceleration, format, and data protection. Charlie Gale, co-founder and CEO of HoloMem, said, 'Today's technology can't cope with the world's exponential data creation. We have developed a future fit holographic data storage technology to help bring the industry back from this crisis point. We're very proud to be partnering with QStar Technologies to see our technology deployed and integrated across their existing architecture, and we're excited to see their customers benefit from this infinitely readable, low cost and low energy data storage solution.' Riccardo Finotti, CEO and President of QStar Technologies, said, 'As leaders in enterprise-class archive management solutions, we understand the vast data storage requirements of modern business. With the increase of data creation driven by new technologies, such as AI and machine learning, the industry needed a step-change. HoloMem's unique holographic technology will allow us to deliver the best low cost and low energy storage solutions to our customers, without ripping up existing architecture. This is a very exciting partnership, not just for us, but for the future of archive management and cold data storage.' About QStar Technologies QStar Technologies is a leading global provider of enterprise-class archive and data management software solutions. QStar software is a key element in creating 'Active Archive' solutions. Our software virtualizes any archive technology behind a file system or S3 compatible interface, making the entire archive appear as one or more NAS disks or cloud buckets. About HoloMem Today's technology can't cope with the world's explosive data creation. HoloMem has built a future fit cold data storage technology that uses holograms to store data at ultra high density with zero energy, and is infinitely readable. Created by a serial entrepreneur and former design engineer at Dyson, HoloMem provides a plug and play solution for data managers using current libraries, but is considerably cheaper to operate and will hold up to 200TB per cartridge. Find out more at
