Flow Capital Corp. (TSXV: FW) (“Flow Capital” or the “Company”)
announces today its intention to commence a normal course issuer
bid through the facilities of the TSX Venture Exchange (the "TSXV")
to repurchase, for cancellation, up to 2,598,100 common shares of
the Company, representing approximately 10% of the Company's
"public float", being the common shares of the Company held by
non-insiders of the Company (the "NCIB"). The NCIB remains subject
to the final approval of the TSXV.
The NCIB will commence on October 13, 2022 and
will terminate upon the earliest of (i) the Company purchasing
2,598,100 common shares, (ii) the Company providing notice of
termination of the NCIB, and (iii) October 12, 2023.
The Company believes that, from time to time,
the market price of its common shares does not adequately reflect
the Company’s underlying value and future prospects and that, at
such times, the purchase of the Company's common shares represents
an appropriate use of the Company’s financial resources and will
enhance shareholder value.
The Company has engaged Canaccord Genuity Corp.
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 common shares will be made from the Company's
existing working capital at the market price of the applicable
securities at the time of acquisition, plus brokerage fees, if any,
charged by the Broker. All common shares purchased by the Company
under the NCIB will be cancelled.
In connection with the NCIB, the Company has
entered into an automatic purchase plan ("APP") with the Broker as
the designated broker. The APP provides a set of standard
instructions to the Broker to make purchases under the NCIB in
accordance with the limits and other terms set out in the APP. The
Broker will determine the timing of these purchases in its sole
discretion based on purchasing parameters set by the Company and
subject to the policies of the TSXV, applicable securities laws and
the terms of the APP.
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 a
normal course issuer bid on December 29, 2021, under which the
Company purchased 915,000 common shares at an average price of
$0.4280 per share, for an aggregate purchase price of $391,652.
A copy of the Form 5G - Notice of Intention to
make a Normal Course Issuer Bid filed by the Company with the TSXV
in respect of the NCIB can be obtained from the Company upon
request without charge.
About Flow
Capital
Flow Capital Corp. is a diversified alternative
asset investor, specializing in providing minimally dilutive
capital to high-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. The forward-looking information
contained herein may include, but is not limited to, information
with respect to proposed purchases, if any, by the Company under
the NCIB.
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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