Flow Beverage Corp. Announces $2M Business Purpose Loan, Binding Term Sheet for $4M Secured Loans and Binding Term Sheet for $6M Secured Convertible Loan, Intention to Seek Shareholder Approval via Written Consent

Flow Beverage Corp. (TSX:FLOW; OTCQX:FLWBF) (“Flow” or the “Company”) announced today that NFS Leasing Canada Ltd. (“NFS”) has advanced to the Company a $2 million senior secured business purpose loan pursuant to a term note (the “NFS Term Note”) and has entered into a binding term sheet for an additional senior secured term loan of up to $4 million (the “NFS Term Loan”). The Company also announced today that it has entered into a binding term sheet with RI Flow LLC (“RI Flow”) for a secured convertible loan of up to $6 million (the “RI Flow Convertible Loan”). NFS and RI Flow are existing senior secured lenders of the Company and are affiliated with Clifford L. Rucker, an insider of the Company. 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 on a partially diluted basis. All currency amounts stated in this press release are denominated in Canadian dollars unless specified otherwise.

Nicholas Reichenbach, Chairman and Chief Executive Officer of Flow, stated: “We are extremely pleased to have secured necessary funding from RI Flow and NFS to help the Company continue its path towards profitability, as it explores strategic alternatives. Our goal remains to grow the Flow brand while reducing costs and building a long-term and sustainable future for the Company. We sincerely thank RI Flow, NFS and Clifford L Rucker for their ongoing support and look forward to the journey ahead.”

NFS Term Note and NFS Term Loan

The NFS Term Note will mature on May 23, 2028 three years from the date of issue (the "NFS Note Maturity Date"), and bear interest at a rate of 15% per annum ("NFS Note Interest") accruing on the funded amount of $2 million (the “NFS Note Amount”) from the date of issue and compounding annually. The NFS Note Amount and the NFS Note Interest will be payable in arrears beginning on the first calendar day of the first month after the date of issue, with no payments required for the first three consecutive months, followed by thirty-three equal monthly payments. In connection with the NFS Term Note, the Company will retain the services of a restructuring specialist for an initial six (6) month contract. The proceeds of the NFS Term Note will be used toward general corporate and working capital purposes.