Flow Beverage Corp. Completes Additional Private Placement - Seite 2

Additional Offering Details

All SV Shares issued under the Additional Offering are subject to a four-month and one-day hold period in accordance with applicable Canadian securities laws and such other further restrictions as may apply under applicable foreign securities laws. The Additional Offering remains subject to the final approval of the Toronto Stock Exchange (“TSX”).

The gross proceeds from the Additional Offering will be used by the Company for working capital and general corporate purposes.

No securities regulatory authority has either approved or disapproved of the contents of this press release. This press release is for information purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, U.S. Securities Act or under any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

Early Warning Disclosure

Prior to the Additional Offering, the Investor owned, or had control or direction over, 6,473,000 SV Shares, its affiliate NFS Leasing Canada Ltd. (“NFS Canada”) owned, or had control or direction over, warrants convertible into 5,345,380 SV Shares (the “Warrants”), and Clifford L. Rucker and NFS Leasing, Inc. (“NFS”) beneficially owned, or had control or direction over, all such securities, representing, on an undiluted basis, approximately 10.79% of the issued and outstanding SV Shares and 5.30% of the voting rights attached to all of the Company’s outstanding voting securities, and representing, on a partially diluted basis (assuming exercise of the Warrants), 18.09% of the issued ‎and outstanding SV Shares and 9.27% of the voting rights attached to all of the Company’s ‎outstanding voting securities (based upon 60,001,270 SV Shares and 6,214,566 multiple voting shares of the Company (the “MVS”) outstanding, each of which MVS entitles the holder to the voting rights of ten SV Shares).