Flow Capital Announces Normal Course Issuer Bid for 7% Convertible Debentures

TORONTO, May 25, 2020 (GLOBE NEWSWIRE) -- Flow Capital Corp. (TSXV: FW) (“Flow Capital”, “Flow” or the "Company") announces today that it has received TSX Venture Exchange ("TSXV") approval to commence a normal course issuer bid through the facilities of the TSXV permitting the Company to repurchase, for cancellation up to $512,259 principal amount of the $5,122,590 principal amount 7% convertible unsecured subordinated debentures of the Company due June 30, 2021 (the "7% Convertible Debentures") that are currently issued and outstanding and trade on the TSXV under the symbol FW.DB.B (the "NCIB"). This represents 10% of the public float of the 7% Convertible Debentures.

The NCIB will commence on June 2, 2020 and will terminate upon the earliest of (i) the Company purchasing $512,259 principal amount of the 7% Convertible Debentures, (ii) the Company providing notice of termination of the NCIB, and (iii) June 2, 2021.

The Company believes that by repurchasing the 7% Convertible Debentures, the Company will reduce interest payments, resulting in cash savings for the Company in the long term, and will also minimize potential future dilution of the Company’s common shares.

The Company has engaged Haywood Securities Inc. to act as its broker for the NCIB (the "Broker"). The NCIB will be made through the facilities of the TSXV and the purchase and payment for the 7% Convertible Debentures will be made in accordance with TSXV requirements at the market price of the 7% Convertible Debentures at the time of acquisition, plus brokerage fees, if any, charged by the Broker. All 7% Convertible Debentures purchased by the Company under the NCIB will be cancelled.

The Company may enter into a pre-defined plan with the Broker to allow for the purchase of securities by the Company under the NCIB at times when it ordinarily would not be active in the market due to internal trading blackout periods.

To the Company’s knowledge, none of the directors, senior officers or insiders of the Company, or any associate of such person, or any associate or affiliate of the Company, has any present intention to sell any securities to the Company during the course of the NCIB. The Company completed (i) a normal course issuer bid on August 1, 2019 under which the Company purchased 4,334,500 common shares at an average price of $0.126623 per share, for an aggregate purchase price of $548,847 (ii) a substantial issuer bid on October 17, 2019, where 5,708,090 common shares at a price of $0.20 per share were purchased by the Company, for an aggregate purchase price of $1,141,618, and (iii) a normal course issuer bid on August 1, 2019 under which the Company purchased $91,000 principal amount of 7% Convertible Debentures.