TORONTO--(BUSINESS WIRE)--Flow Beverage Corp. (TSX:FLOW; OTCQX:FLWBF) (“Flow” or the “Company”) is pleased to announce that it has entered into a Strategic Advisory Agreement with José Bautista and that it has closed the second tranche (the “Second Tranche”) of its previously announced non-brokered private placement offering (the "Private Placement") of unsecured convertible debenture units of the Company (collectively, the "Convertible Debenture Units").
Strategic Advisory Agreement with José Bautista
José Bautista is a six-time All-Star and three-time Silver Slugger with the Toronto Blue Jays. Having retired from Major League Baseball in 2018, he has since become the owner of Las Vegas Lights FC, Diesel Optimization and Bella Aldea Dominican Coffee. Under the Strategic Advisory Agreement, Mr. Bautista will support Flow in brand, marketing and media strategy. Mr. Bautista also participated in the Private Placement, providing him ownership in the Company.
“José’s commitment to excellence in training, lifestyle and recovery, in addition to his active involvement in professional sports aligns strongly with Flow’s achievement-oriented consumers. Our newly innovated brand emphasizes the superior mineral content and hydration from drinking Flow Mineral Spring Water, and we believe people like José understand the value proposition and the positive impact to performance from superior hydration options like Flow,” said Nicholas Reichenbach, Founder and Chief Executive Officer of Flow.
José added, “Joining Flow as a strategic advisor and investing in the Company was an easy decision for me. As a passionate consumer of Flow, I enjoy its essential minerals and electrolytes, giving superior hydration benefits for athletes. It's not just about quenching thirst, it's about providing the body with what it needs to perform at its best.”
Private Placement Second Tranche
In conjunction with closing of the Second Tranche of the Private Placement, Flow has issued and sold an additional 43.382 Convertible Debenture Units at a price of CDN$10,000 per Convertible Debenture Unit for additional gross proceeds of CDN$433,820.
Each Convertible Debenture Unit sold in the Second Tranche consists of: (i) one 12% unsecured convertible debenture (each, a "Convertible Debenture") in the principal amount of $10,000 convertible into subordinate voting shares of the Company (the "SVS" and each such SVS, a "Conversion SVS") at a conversion price of $0.41 per Conversion SVS (the “Conversion Price”) and maturing three years from its date of issue; and (ii) 4,878 SVS purchase warrants (each, a "Warrant") each of which entitles the holder thereof to purchase one SVS (each, a "Warrant SVS") at a price of $0.41 per Warrant SVS for a period of three years. The Company issued 211,617 Warrants in the closing of the Second Tranche. The terms of the Convertible Debentures are the same as disclosed in the Company’s press release dated December 31, 2024 announcing the closing of the first tranche of the Private Placement with the exception that the terms for all of the Convertible Debentures have been amended so that they are no longer redeemable at the Company’s option.
The Company intends to close the balance of the Private Placement for total gross proceeds of up to CDN$7,000,000 in one or more additional tranches on such date(s) as may be determined by the Company. There can be no assurance as to whether or when additional tranches of the Private Placement may be completed, or as to the final amount to be raised under the Private Placement.
The Convertible Debentures, the Warrants, the Conversion SVS and the Warrant SVS sold under the Second Tranche are subject to a statutory hold period of four months and one day from the date of issuance of the Convertible Debenture Units ending on June 4, 2025.
The proceeds of the Second Tranche will be used for working capital and general corporate purposes. The Private Placement remains subject to final approval by the TSX.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "1933 Act") and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. persons" (as such term is defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements of the 1933 Act and any applicable state securities laws.
The TSX does not accept responsibility for the adequacy or accuracy of this release and has neither approved nor disapproved the contents of this press release.
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.