Mr. Trent MacDonald reports

FLOW BEVERAGE CORP. COMPLETES ADDITIONAL PRIVATE PLACEMENT

Flow Beverage Corp. has completed the previously announced additional non-brokered private placement of 5,577,000 subordinate voting (SV) shares at a price of 28 cents per SV share to RI Flow LLC for gross proceeds of $1,561,560, following the initial closing on Jan. 30, 2024, of the non-brokered private placement of 6,473,000 SV shares at a price of 28 cents per SV share to the investor for gross proceeds of $1,812,440. The investor is affiliated with NFS Leasing Canada Ltd., a lender to Flow, and its founder, Clifford L. Rucker.

The total proceeds raised from the initial offering and the additional offering are $3,374,000. This financing is expected to bridge Flow's working capital and other capital requirements until it reaches profitability and cash flow positive results, which is currently expected for the three-month period ending Oct. 31, 2024 (Q4 2024). Flow's financial outlook has recently improved given $148-million in contracted revenue expected from the signing of co-manufacturing agreements with Joyburst, BeatBox and BioSteel, in addition to continuing growth in Flow brand net revenue. Revenue from the Joyburst agreement began in February, 2024, with commercial production for BeatBox and BioSteel beginning shortly thereafter.

"NFS and Cliff have been wonderful financial partners for Flow over the last six years. They have been an instrumental funding source for our working capital and capital expansion requirements, and we believe their investment in Flow's equity demonstrates their confidence in our near-term and long-term prospects. We are currently installing our fourth production line at Aurora and expect a 25-per-cent increase in capacity beginning in fiscal Q2 2024. Once we are running at full capacity, we are expecting economies of scale in production that will allow for greater profitability for both Flow brand and co-pack production. In addition to the many other operational transformation initiatives we have to benefit from in fiscal 2024, we believe we are very close to a significant inflection point in our profitability," said Nicholas Reichenbach, Flow's founder and chief executive officer.

Additional offering details

All SV shares issued under the additional 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 additional offering remains subject to the final approval of the Toronto Stock Exchange.

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

Early warning disclosure

Prior to the additional offering, the investor owned, or had control or direction over, 6,473,000 SV shares; its affiliate, NFS Leasing Canada Ltd. (NFS Canada), owned, or had control or direction over, warrants convertible into 5,345,380 SV shares; and Mr. Rucker and NFS Leasing Inc. beneficially owned, or had control or direction over, all such securities, representing, on an undiluted basis, approximately 10.79 per cent of the issued and outstanding SV shares and 5.30 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), 18.09 per cent of the issued and outstanding SV shares and 9.27 per cent of the voting rights attached to all of the company's outstanding voting securities (based upon 60,001,270 SV shares and 6,214,566 multiple voting (MV) shares of the company outstanding, each of which entitles the holder to the voting rights of 10 SV shares).

With closing of the additional offering, the investor owns, or has control or direction over, 12.05 million SV shares; its affiliate, NFS Canada, owns, or has control or direction over, the warrants convertible into 5,345,380 SV shares; and Mr. Rucker and NFS beneficially owns, or have control or direction over, all such securities, representing, on an undiluted basis, approximately 18.38 per cent of the issued and outstanding SV shares and 9.43 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), 24.53 per cent of the issued and outstanding SV shares and 13.07 per cent of the voting rights attached to all of the company's outstanding voting securities (based upon 65,578,270 SV shares and 6,214,566 MV shares outstanding after giving effect to the additional 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, or may dispose of any or all of its 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 or in private transactions or otherwise, on such terms and at such times as Mr. Rucker may deem advisable.

The company's head office is located at 155 Industrial Pkwy. S, Unit 7-10, Aurora, Ont., L4G 3G6; the investor and Mr. Rucker are located at 500 Cummings Center, Suite 6050, Beverly, Mass., 01915; and NFS and NFS Canada are located at 900 Cummings Center, Suite 226-U, Beverly, Mass., 01915.

A copy of the report filed under applicable Canadian securities laws by the investor in connection with the transactions referred to in this news release may be obtained from the investor via e-mail at legal@ruckerinv.com or 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's mission since day 1 has been 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.