01:26:05 EDT Wed 01 May 2024
Enter Symbol
or Name
USA
CA



Flow Beverage Corp
Symbol FLOW
Shares Issued 51,254,684
Close 2024-01-30 C$ 0.31
Market Cap C$ 15,888,952
Recent Sedar Documents

Flow closes $1.81-million private placement

2024-01-30 20:24 ET - News Release

Mr. Trent MacDonald reports

FLOW BEVERAGE CORP. COMPLETES PRIVATE PLACEMENT

Flow Beverage Corp. has completed a non-brokered private placement, raising gross proceeds of $1,812,440 through the issuance of 6,473,000 subordinate voting shares at a price of 28 cents per SV share, to a single investor, RI Flow LLC.

All SV shares issued under the offering are subject to a four-month-and-one-day hold period in accordance with applicable Canadian securities laws and such other further restrictions as may apply under applicable foreign securities laws. The offering remains subject to the final approval of the Toronto Stock Exchange.

The gross proceeds from the offering will be used by the company for working capital and general corporate purposes.

Flow has also entered into a subscription agreement with the investor pursuant to which the investor has agreed to acquire an additional 5,577,000 SV shares at a price of 28 cents per SV share for additional gross proceeds of $1,561,560, subject to satisfaction of certain conditions, including the approval of the TSX.

Early warning disclosure

Prior to the offering, NFS Leasing Canada Ltd. owned, and Clifford L. Rucker and NFS Leasing Inc. beneficially owned, or had control or direction over, warrants convertible into 6,126,880 SV shares, representing approximately 10.64 per cent of the issued and outstanding SV shares and 5.12 per cent of the voting rights attached to all of the company's outstanding voting securities, on a partially diluted basis (based upon 51,454,684 SV shares and 6,214,566 multiple voting shares of the company outstanding prior to giving effect to the offering, each MVS of which entitles the holder to the voting rights of 10 SV shares).

After giving effect to the offering, the investor owns, and Mr. Rucker beneficially owns, or has control or direction over, 6,473,000 SV shares and warrants convertible into 6,126,880 SV shares, representing, on an undiluted basis, 11.17 per cent of the issued and outstanding SV shares and 5.39 per cent of the voting rights attached to all of the company's outstanding voting securities, and representing, on a partially diluted basis (assuming exercise of the warrants), 19.67 per cent of the issued and outstanding SV shares and 9.98 per cent of the voting rights attached to all of the company's outstanding voting securities (all based upon 57,927,684 SV shares and 6,214,566 MVS outstanding after giving effect to the offering). Assuming the completion of the second offering, the investor will own, and Mr. Rucker will beneficially own, or have control or direction over, 12.05 million SV shares and warrants convertible into 6,126,880 SV shares, representing, on an undiluted basis, 18.97 per cent of the issued and outstanding SV shares and 9.59 per cent of the voting rights attached to all of the company's outstanding voting securities, and representing, on a partially diluted basis (assuming exercise of the warrants), 26.10 per cent of the issued and outstanding SV shares and 13.79 per cent of the voting rights attached to all of the company's outstanding voting securities (all based upon 63,504,684 SV shares and 6,214,566 MVS outstanding after giving effect to the offering and the second offering).

Other information

The SV shares were acquired for investment purposes. Subject to various factors including, without limitation, Flow's financial position, the price of SV shares, market conditions, Mr. Rucker's determinations from time to time as to whether the trading price of the SV shares adequately reflects the value of the SV shares in relation to the company's activities and future prospects, and other factors and conditions Mr. Rucker deems appropriate, the investor (or an affiliate or associate thereof) may acquire additional SV shares, including pursuant to the second offering, or may dispose of any or all of the investor's SV shares or warrants, from time to time, through, among other things, the exercise of the warrants and the purchase or sale of SV shares on the open market, in private transactions or otherwise, on such terms and at such times as Mr. Rucker may deem advisable.

A copy of the report filed under applicable Canadian securities laws by the investor in connection with the transactions referred to in this press release may be obtained from the investor by e-mail at legal@ruckerinv.com, by telephone at 774-233-8421 or on the SEDAR+ profile of the company.

About Flow Beverage Corp.

Flow is one of the fastest-growing premium water companies in North America. Founded in 2014, Flow has a mission since day one: to reduce environmental impacts by providing sustainably sourced naturally alkaline spring water in a recyclable and up-to-75-per-cent-renewable plant-based pack. Today, the brand is B-Corp certified with a best-in-class score of 126.5, offering a diversified line of health-and-wellness-oriented beverage products: original naturally alkaline spring water, award-winning organic flavours, and collagen-infused and vitamin-infused flavours in sizes ranging from 330 millilitres to one 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 on-line and are sold at over 59,500 stores across North America.

We seek Safe Harbor.

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