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Yahoo
6 days 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
6 days 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
6 days 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
6 days 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
26-05-2025
- Business
- Business Wire
Flow Beverage Corp. Announces $2M Business Purpose Loan, Binding Term Sheet for $4M Secured Loans and Binding Term Sheet for $6M Secured Convertible Loan, Intention to Seek Shareholder Approval via Written Consent
TORONTO--(BUSINESS WIRE)-- Flow Beverage Corp. (TSX:FLOW; OTCQX:FLWBF) (' Flow ' or the ' Company ') announced today that NFS Leasing Canada Ltd. (' NFS ') has advanced to the Company a $2 million senior secured business purpose loan pursuant to a term note (the ' NFS Term Note ') and has entered into a binding term sheet for an additional senior secured term loan of up to $4 million (the ' NFS Term Loan '). The Company also announced today that it has entered into a binding term sheet with RI Flow LLC (' RI Flow ') for a secured convertible loan of up to $6 million (the ' RI Flow Convertible Loan '). NFS and RI Flow are existing senior secured lenders of the Company and are affiliated with Clifford L. Rucker, an insider of the Company. RI Flow, NFS Canada and Clifford L. Rucker 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. All currency amounts stated in this press release are denominated in Canadian dollars unless specified otherwise. Nicholas Reichenbach, Chairman and Chief Executive Officer of Flow, stated: 'We are extremely pleased to have secured necessary funding from RI Flow and NFS to help the Company continue its path towards profitability, as it explores strategic alternatives. Our goal remains to grow the Flow brand while reducing costs and building a long-term and sustainable future for the Company. We sincerely thank RI Flow, NFS and Clifford L Rucker for their ongoing support and look forward to the journey ahead.' NFS Term Note and NFS Term Loan The NFS Term Note will mature on May 23, 2028 three years from the date of issue (the " NFS Note Maturity Date"), and bear interest at a rate of 15% per annum (" NFS Note Interest") accruing on the funded amount of $2 million (the ' NFS Note Amount ') from the date of issue and compounding annually. The NFS Note Amount and the NFS Note 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. In connection with the NFS Term Note, the Company will retain the services of a restructuring specialist for an initial six (6) month contract. The proceeds of the NFS Term Note will be used toward general corporate and working capital purposes. The NFS Term Loan, once issued, 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 Note and the NFS Term Loan will be 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 will rank 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. In connection with the NFS Term Note, Mr. Nicholas Reichenbach (' Mr. Reichenbach '), Executive Chairman and Chief Executive Officer of the Company, entered into a deficiency agreement with NFS (the ' Deficiency Agreement '). Pursuant to the Deficiency Agreement, Mr. Reichenbach agreed to personally guarantee certain loans and leases between NFS and the Company based on certain terms and conditions as set out in the Deficiency Agreement. RI Flow Convertible Loan 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 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 will provide 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 will be 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. Waivers NFS and RI Flow each agreed to extend the waivers they previously provided in respect of the Company's accrued vendor payables through to August 1, 2025. NFS and RI Flow have each also agreed to waive the Company's non-compliance with the indebtedness covenants under their respective loan agreements as it relates to certain performance guarantees provided by a subsidiary of the Company. Toronto Stock Exchange and Shareholder Approval Being transactions with NFS and RI Flow, each an insider and/or a related party of the Company, notice of the NFS Term Note, the NFS Term Loan and the RI Flow Convertible Loan (collectively, the ' Business Purposes Loans ') was provided to the Toronto Stock Exchange (the ' TSX ') pursuant to section 501 of the Toronto Stock Exchange Company Manual (the ' Manual '). Being transactions with insiders and/or related parties of the Company where the value of consideration received by such insiders and other related parties exceeding 2% of the Company's market capitalization , the TSX requires each of the all independent members (excluding Nicholas Reichenbach, the ' Independent Directors ') of the Board of Directors of the Company (the ' Board ') and for the value of the consideration to be received by NFS and RI Flow thereunder to be established in an independent report (the ' Report '). The Report, which was delivered by the Board's independent financial advisor retained by the Board, concluded that the consideration to be received by NFS and RI Flow under the Business Purpose Loans exceeded 10% of the Company's market capitalization and that, based upon and subject to the assumptions, limitations and qualifications described in such Report, the terms of the Business Purpose Loans are reasonable in the circumstances of the Company. Each of the Business Purpose Loans were negotiated at arm's length and approved by the Independent Directors. The aggregate value of the consideration to be received by each of NFS and RI Flow, each an 'insider' and a 'related party' of the Company under the rules and policies of the TSX, pursuant to each of the NFS Term Note and the NFS Term Loan, in each case if fully drawn, will exceed 10% of the Company's market capitalization, which requires security holder approval in accordance with section 501(c) of the Manual. Additionally, and solely in respect of the RI Flow Convertible Loan, security holder approval is also required in accordance with: Section 607(g)(i) of the Manual, as the maximum number of SV Shares potentially issuable pursuant to the RI Flow Convertible Loan represents more than 25% of the number of SV Shares outstanding, on a non-diluted basis, prior to the date of closing of the RI Flow Convertible Loan: Section 604(a)(ii) and 607(g)(ii) of the Manual, as the maximum number of SV Shares potentially issuable to RI Flow, an 'insider' of the Company under the rules and policies of the TSX, pursuant to the RI Flow Convertible Loan represents more than 10% of the number of SV Shares outstanding, on a non-diluted basis, prior to the date of closing of the RI Flow Convertible Loan: Section 604(a)(i) of the Manual, as after giving effect to the issuance of the maximum number of SV Shares potentially issuable to RI Flow pursuant to the RI Flow Convertible Loan, the number of voting securities in the capital of the Company held by RI Flow would increase from 12,050,000 SV Shares (representing an 13.43% equity interest and a 8.33% voting interest (each on an undiluted basis)) to 126,165,385 SV Shares (representing an 61.89% equity interest and a 48.75% voting interest (each on an undiluted basis)) and this increased voting interest materially affects control of the Company Sections 607(e) and 610 of the Manual, as the issuance of SV Shares issuable upon conversion of any principal amount and any accrued interest, at the Conversion Price of $0.065 per SV Share, could be less than the market price less the applicable discount at the time of issuance of the RI Flow Convertible Loan or at the time of conversion of such security, in each case, as determined in accordance with Sections 607(e) and 610 of the Manual Instead of seeking security holder approval at a duly called meeting of security holders, TSX is permitting the Company, pursuant to section 604(d) of the Manual, to provide written evidence that holders of more than 50% of the outstanding voting securities of the Company (other than those securities excluded as required by the TSX) who are familiar with the terms of each of the Business Purpose Loans and are in favour of them. The vote of the disinterested shareholders will exclude the 12,050,000 SV Shares of the Company currently held by RI Flow, which represents approximately 13.43% of the issued and outstanding SV Shares and 8.33% of the voting rights attaching to the SV Shares and the Company's multiple voting shares (on an undiluted basis). Each of the Business Purpose Loans remain subject to the approval of the TSX. Minority Shareholders Protection RI Flow, NFS Canada and Clifford L. Rucker 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). Accordingly, 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, 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 NFS Term Note or the Binding Term Sheets in respect of the NFS Term Loan or the RI Flow Convertible Loan 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 issuance of each of the NFS Term Note, the NFS Term Loan and the RI Flow Convertible Loan, 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 NFS Term Loan or the RI Flow Convertible Loan will be issued (or if issued, the principal amount that will be advanced thereunder), that the Company will satisfy all or any of 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, or that the Company maintain compliance with covenants under its loan agreements with NFS, RI Flow and its other lenders or 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
