Flow Beverage Corp. Amends Unsecured Debentures and Seawright Loan

Flow Beverage Corp. (TSX:FLOW; OTCQX:FLWBF) (“Flow” or the “Company”) announced today that it has amended the terms (the “Debenture Amendments”) of its amended and restated unsecured debentures issued February 28, 2022 with a par value of $9,476,000 (the “Debentures”) and maturing February 29, 2024 (the “Maturity Date”). The Debenture Amendments remain subject to approval by the Toronto Stock Exchange (the “TSX”). The Debenture Amendments include:

• An extension of the Maturity Date to February 1, 2026;
• An increase of the interest rate to 14% per annum from 12% per annum previously;
• Cancelling the 8,536,942 Series “C” Warrants previously issued to the holders of Debentures; and
• Issuing a fixed number of Series “D” Warrants for every $1,000 principal amount of Debentures at an exercise price of $0.50 such that the number of Series “D” Warrants issued equals 20% warrant coverage. Each Series “D” Warrant will expire February 1, 2026.

“Our Debentures holders see the long-term opportunity at Flow and we are delighted to have their support. The Debenture Amendments help improve our near-term liquidity position and free up working capital to invest in the profitable growth of the Flow brand as we continue to execute the final stages of our operational transformation initiatives,” said Nicholas Reichenbach, Flow’s Founder and Chief Executive Officer.

Separately, the Company also announced today that it has amended the terms (the “Seawright Loan Amendments”) of the Deed of Trust Note (the “Deed”) dated April 3, 2019, between Seawright Mineral Springs, LLC (“Seawright”) and Flow Beverages, Inc., the Company’s U.S. indirect wholly owned subsidiary. The Seawright Loan Amendments include:

• An extension of the maturity date under the Deed from October 1, 2023, to October 1, 2026; and
• An increase to the interest rate under the Deed from 6.25% per annum to 9.25% per annum.

As part of the Seawright Loan Amendments, the Company will issue (the “Offering”) 180,187 subordinate voting shares (“SVS”) purchase warrants (the “Warrants”), each Warrant providing Seawright with the option or right to purchase one SVS (“the Warrants SVS”) at an exercise price of CAD$0.50 until September 30, 2028.

The Series “D” Warrants, the Warrants and the Warrants SVS issuable on exercise of the Series “D” Warrants and Warrants will be issued on a private placement basis and subject to resale restrictions ending four (4) months and one day from issuance of the Warrants, under applicable securities laws. The Offering remains subject to approval by the TSX.

All references to “$” in this press release shall refer to Canadian dollars except where indicated otherwise.

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 naturally alkaline spring water in a recyclable and up to 75% 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, collagen-infused and vitamin-infused flavours in sizes ranging from 330-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 online at flowhydration.com and are sold at over 54,000 stores across North America.

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

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. 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.

Specific Forward-Looking Statements contained in this news release include, but are not limited to, statements regarding the Debenture Amendments, the Seawright Loan Amendments, the long-term liquidity of Flow and Flow’s outlook with respect to profitable growth .

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 purposes 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 (“MD&A”) and consolidated financial statements and notes thereto as at and for the three and six months ended April 30, 2023. Additional information about Flow is available on the Company’s profile on SEDAR at www.sedar.com, including the Company’s Annual Information Form for the year ended October 31, 2022 dated January 29, 2023.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230912332216/en/

Trent MacDonald, Chief Financial Officer
1-844-356-9426
[email protected]

Investors:
Marc Charbin
[email protected]

Media:
Natasha Koifman
[email protected]