Flow Beverage Corp. Closes Secured Convertible Loans and Announces TSX Conditional Approval and Shareholder Approval via Written Consent

Business Wire

04-06-2025

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 flowhydration.com.
For more information on Flow, please visit Flow's investor relations site at: investors.flowhydration.com.
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 www.sedar.com