Flow Beverage Closes C$4.1MM ($2.9) Secured Term Loan from RI Flow

Flow Beverage has obtained a secured term loan of C$4.1 ($2.9) million from RI Flow, an affiliated of NFS Leasing Canada, an existing lender to Flow, and its founder Clifford L. Rucker._x000D_
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The loan matures six months from closing, bears interest at 15% annually and is secured against the company’s assets. Pursuant to the loan, the company will pay RI Flow an amount equal to $0.01 per product pack manufactured by the company for the period commencing on the closing date and continuing until satisfaction of all Flow’s obligations under the loan. Flow intends to use the proceeds from the loan to invest in the growth of the Flow brand, working capital and for general corporate purposes._x000D_
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“The loan, as well as the closing of the convertible debentures with BeatBox last week, helps strengthen our financial position, minimize dilution and accelerate the achievement of our profitability goals,” Nicholas Reichenbach, founder and CEO of Flow, said. “We would like to thank NFS and Cliff for their financial support as we work to scale our co-pack business, launch Flow sparkling mineral spring water and seek a return to growth of the Flow brand in Q1 2025.”_x000D_
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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. Accordingly, the loan by RI Flow to the company constitutes a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (MI 61-101)._x000D_
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Flow is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 available under Sections 5.5(e) and 5.7(1)(f) respectively, as the loan is supported by Nicholas Reichenbach, a control person of Flow who, in the circumstances of the loan, is not an interested party and is at arm’s length of Clifford L. Rucker, and the loan is not convertible into equity securities of the company or repayable (whether principal or interest) with equity securities of the company and its terms are not less advantageous than if the loan had been consummated with an arm’s length party. A material change report including details with respect to the related party transaction could not be filed less than 21 days prior to the closing of the loan as the company did not receive prior confirmation of such financing and the deemed it reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the loan in an expeditious manner._x000D_
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Being a transaction with an affiliate of a reporting insider of the company, the loan was notified to the Toronto Stock Exchange and remains subject to its final approval.