Flow Capital Corp. (TSXV: FW) ("
Flow Capital" or
the "
Company") is pleased to announce a proposed
offering of up to 1,811,666 newly created Series I Class A
Preferred Shares (the "
Series I Class A
Preferred Shares") on a private placement basis at
a price of $3.00 per Series I Class A Preferred Share, for gross
proceeds of approximately $5,435,000 (the
"
Offering").
The Series I Class A Preferred Shares, which are
non-voting and non-convertible except in each case in certain
limited circumstances, carry a cumulative dividend of 9.2%, paid
quarterly, and are redeemable by the Company six years following
the initial issuance date. In addition, a holder of Series I Class
A Preferred Shares may elect to require the Company to redeem up to
1/3rd of the holder's Series I Class A Preferred Shares on the
third, fourth and fifth anniversaries, respectively, of the initial
issuance date. The Series I Class A Preferred Shares will not be
listed on any stock exchange.
No finder's fees are anticipated to be paid by
the Company in connection with the Offering.
The Company anticipates using the net proceeds
of the Offering to fund additional venture debt investments into
high growth companies and for general working capital purposes.
Completion of the Offering is subject to the
satisfaction of customary closing conditions, including the
approval of the TSX Venture Exchange. The Company expects to
complete the Offering in one or more tranches, with the initial
closing expected to be completed in June, 2022. The Series I Class
A Preferred Shares issued pursuant to the Offering will be subject
to a hold period of four months and one day from the applicable
issuance date in accordance with applicable securities laws.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
described in this news release. Such securities have not been, and
will not be, registered under the U.S. Securities Act, or any state
securities laws, and, accordingly, may not be offered or sold
within the United States, or 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 promulgated under the U.S. Securities Act,
unless registered under the U.S. Securities Act and applicable
state securities laws or pursuant to an exemption from such
registration requirements.
About
Flow Capital
Flow Capital Corp. is a diversified alternative
asset investor and advisor, specializing in providing minimally
dilutive capital to emerging growth businesses. To apply for
financing, visit www.flowcap.com.
For further information, please contact:
Flow Capital Corp.Alex BalutaChief Executive
Officeralex@flowcap.com
1 Adelaide Street East, Suite 3002,PO Box 171,Toronto, Ontario
M5C 2V9
Forward-Looking Information and
Statements
This press release contains certain
"forward-looking information" and "forward-looking statements"
within the meaning of applicable securities legislation. Such
forward-looking information and forward-looking statements are not
representative of historical facts or information or current
condition, but instead represent only Flow Capital's beliefs
regarding future events, plans or objectives, many of which, by
their nature, are inherently uncertain and outside of Flow
Capital's control. Generally, such forward-looking information or
forward-looking statements can be identified by the use of
forward-looking terminology such as "plans", "expects" or "does not
expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or may contain
statements that certain actions, events or results "may", "could",
"would", "might" or "will be taken", "will continue", "will occur"
or "will be achieved". By identifying such information and
statements in this manner, Flow Capital is alerting the reader that
such information and statements are subject to known and unknown
risks, uncertainties and other factors that may cause the actual
results, level of activity, performance or achievements of the
Company to be materially different from those expressed or implied
by such information and statements. Forward-looking information in
this press release includes, but is not limited to, information
concerning the proposed completion of the Offering and the
Company's proposed use of the gross proceeds of the Offering.
An investment in securities of the Company is
speculative and subject to a number of risks including, without
limitation, risks relating to: the need for additional financing;
the relative speculative and illiquid nature of an investment in
the Company; the volatility of the Company's share price; the
Company's ability to generate sufficient revenues; the Company's
ability to manage future growth; the limited diversification in the
Company's existing investments; the Company's ability to negotiate
additional royalty purchases or other forms of investment from new
investee companies; the Company's dependence on the operations,
assets and financial health of its investee companies; the
Company's limited ability to exercise control or direction over
investee companies; potential defaults by investee companies and
the unsecured nature of certain of the Company's investments; the
Company's ability to enforce on any default by an investee company;
competition with other investment entities; tax matters, including
the potential impact of the Foreign Account Tax Compliance
Act on the Company; the potential impact of the Company being
classified as a Passive Foreign Investment Company; the Company's
ability to pay dividends in the future and the timing and amount of
those dividends; reliance on key personnel; dilution of
shareholders' interest through future financings; and general
economic and political conditions; as well as the risks discussed
in the Company's public filings. Although Flow Capital has
attempted to identify important factors that could cause actual
results to differ materially from those contained in the
forward-looking information and forward-looking statements, there
may be other factors that cause results not to be as anticipated,
estimated or intended.
In connection with the forward-looking
information and forward-looking statements contained in this press
release, Flow Capital has made certain assumptions. Assumptions
about the performance of the Canadian and U.S. economies over the
next 24 months and how that will affect the Company's business and
its ability to identify and close new opportunities with new
investees are material factors that the Company considered when
setting its strategic priorities and objectives, and its outlook
for its business, including its ability to satisfy required
payments under the Transaction. Although Flow Capital believes that
the assumptions and factors used in preparing, and the expectations
contained in, the forward-looking information and statements are
reasonable, undue reliance should not be placed on such information
and statements, and no assurance or guarantee can be given that
such forward-looking information and statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such information and
statements.
The forward-looking information and
forward-looking statements contained in this press release are made
as of the date of this press release, and Flow Capital does not
undertake to update any forward-looking information and/or
forward-looking statements that are contained or referenced herein,
except in accordance with applicable securities laws. All
subsequent written and oral forward- looking information and
statements attributable to Flow Capital or persons acting on its
behalf is expressly qualified in its entirety by this notice.
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
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