Announcements - All News

September 24, 2018

Flow Capital Congratulates Factor75 and Stability Healthcare

Flow Capital Congratulates Factor75 and Stability Healthcare

TORONTO, September 24, 2018 – Flow Capital Corp. (“Flow Capital” and “Flow”) congratulates Factor75 and Stability Healthcare for being named to the Inc. Magazine list of the 5000 fastest growing private companies in America.

Factor75 ranked 264th, with a three-year revenue growth rate of 1,841% and 2017 revenues of USD $9.9 million. Stability Healthcare ranked 1,242nd, with a three-year revenue growth rate of 390% and 2017 revenues of USD $19.4 million.

Additionally, Stability Healthcare has been recognized as the 4th fastest growing staffing firm in the United States by Staffing Industry Analysts (SIA), with a five-year compound annual revenue growth rate of 107%.

“Congratulations to Factor75 and Stability Healthcare for once again being recognized for their high growth rates, which testifies to the value proposition that each company delivers to its customers,” said Robb McLarty, Chief Investment Officer and Acting Chief Executive Officer of Flow Capital. “This news reiterates one of the strengths of Flow Capital’s business model: our revenues grow when those of our portfolio companies grow.”

About Flow Capital

Based in Toronto, Flow Capital Corp. is a diversified alternative asset investor and advisor, operating two divisions: an investment operation providing revenue-linked capital to emerging growth businesses, and an institutional advisory sales platform providing pension funds, charities and endowment clients with access to leading institutional money managers from around the world. Learn more at www.flowcap.com.

For further information, please contact:

Flow Capital Corp.

Robb McLarty
Chief Executive Officer (Acting)
robb@flowcap.com

Phone: (416) 777-0383

1 Adelaide Street East, Suite 3002,

PO Box 171,

Toronto, Ontario M5C 2V9

September 18, 2018

Flow Capital Announces Acquisition of Darwin Portfolio

Flow Capital Announces Acquisition of Darwin Portfolio

TORONTO, September 18, 2018 – Flow Capital Corp. (“Flow Capital” and “Flow”) is pleased to announce that it has acquired the portfolio of joint venture partner Darwin Strategic Royalty Corp. (“Darwin”).

The portfolio is comprised of Darwin’s share of eight existing Flow Capital royalty investments, including Expert Homes, eScribe, Hybrid Financial, Solar Brokers Canada, Dionymed Holdings, Factor75, Medworxs and Stability Healthcare.  The portfolio was acquired for a price equal to approximately CAD $1.3 million, which is the original cost of the Darwin portfolio.

Concurrent with the acquisition, the joint venture between Flow Capital and Darwin was concluded.  The joint venture agreement was signed in October 2016 and was due to expire in October 2018.

“I would like to thank Darwin’s principals, Louis Desmarais and Brad Romoff, for their work in making the joint venture a success, which allowed us to scale our portfolio across a broader number of investment opportunities while providing sufficient growth capital to help our portfolio companies achieve their growth objectives,” said Robb McLarty, Acting Chief Executive Officer of Flow.  “Flow Capital is positioned for continued growth in its recurring revenues from royalties and interest, and non-recurring cash inflows from royalty buyouts and realizations of equity positions.”

Inclusive of the portfolio of five royalties acquired from Foregrowth, announced on August 8th 2018, this acquisition increases Flow Capital’s exposure to investments made since 2016 by approximately CAD $2.0 million. Similar to Flow’s other royalty agreements, the financial terms of all acquired royalties include an indefinite term, monthly payments, and a buyout provision.  In addition, Flow Capital acquired from Darwin a warrant to purchase up to 20,000 common shares of DionyMed at a strike price of CAD $1.50 per share for a period of 5 years following the issuance date of the warrants.

About Flow Capital

Based in Toronto, Flow Capital Corp. is a diversified alternative asset investor and advisor, operating two divisions: an investment operation providing revenue-linked capital to emerging growth businesses, and an institutional advisory sales platform providing pension funds, charities and endowment clients with access to leading institutional money managers from around the world. Learn more at www.flowcap.com.

For further information, please contact:

Flow Capital Corp.

Robb McLarty
Chief Executive Officer (Acting)
robb@flowcap.com

Phone: (416) 777-0383

1 Adelaide Street East, Suite 3002,

PO Box 171,

Toronto, Ontario M5C 2V9

 

August 24, 2018

Flow Capital Announces 2018 Second Quarter Results

Flow Capital Announces 2018 Second Quarter Results

– Records Recurring Revenues from Royalties, Interest and Fees of $1.3 million in Q2 2018 –

 

TORONTO, Ontario, August 23, 2018 – Flow Capital Corp. (TSXV: FW) (“Flow Capital”) today announced its financial and operating results for the three-month and six-month periods ended June 30, 2018. The Company’s results include the results of LOGiQ Asset Management Inc. (“LOGiQ”) for the period of June 7, 2018 to June 30, 2018, and no comparative figures for LOGiQ are included in the 2017 results. Financial references are in Canadian dollars unless otherwise specified.

 

2018 Second Quarter Financial Highlights

  • Revenue of $2,565,000
  • Recurring revenue from royalties, interest and fees of $1,342,000
  • Adjusted EBITDA(1) of $495,000
  • Free Cash Flow(1) of $(159,000)

 

Operational Highlights

  • Completed the reverse takeover of LOGiQ and amalgamated to form Flow Capital Corp.
  • Closed two new investments, consisting of $800,000 in Dionymed Holdings Inc. and US$875,000 in Stability Healthcare Inc. and, subsequent to the end of the period, expanded its relationship with Solar Brokers Canada Corp. with a $1,000,000 secured line of credit and an ownership position
  • Agreed to the sale of the Agnity Global royalty agreement to Universal mCloud Corp. for US$2,000,000 and 1,500,000 mCloud common shares at close, and another 3,500,000 mCloud common shares if certain milestones are met
  • Exited the Company’s debt agreement with Boardwalktech Software Corp. (“Boardwalktech”), receiving US$600,000 representing a 2.2x return in the six-month holding period and earned a warrant of 399,424 common shares of Boardwalktech valued at $1,366,000
  • Two investee companies completed successful public listings, Boardwalktech on the TSX Venture Exchange and, subsequent to the end of the period, Inner Spirit Holdings Ltd. (“Inner Spirit”) on the Canadian Securities Exchange

 

“Flow Capital creates shareholder value in four distinct ways: 1) stable, recurring revenues from a diverse portfolio of royalties in North American emerging growth companies; 2) buyouts or buydowns of royalty or loan contracts; 3) accumulation of equity or warrants from advisory services or royalty conversions; and 4) stable, recurring revenues from a diverse portfolio of royalties in third-party asset management fees. Our quarterly results demonstrate execution and value creation across each of these dimensions,” said Robb McLarty, Acting Chief Executive Officer of Flow Capital. “These results reflect the disciplined execution of our plan – to identify and invest in emerging growth companies that are seeking flexible capital and value-added advice in order to fulfill their growth objectives. LOGiQ Global Partners has added stability and scale to Flow Capital’s overall financial position, which reinforces our ability to grow shareholder value through profitable investments.”

 

 

Financial Highlights

Canadian dollars Three months ended June 30, 2018 Three months ended June 30, 2017
Revenues

$       2,565,035

$     (2,067,408)

Recurring revenues from royalties, interest and fees

1,342,266

1,045,726

Non-recurring revenues from buyouts, equity returns and consulting fees

1,791,106

3,000,000

Adjusted EBITDA(1)

495,194

3,371,884

Free Cash Flow(1)

          (158,708)

         3,517,919

Profit/(Loss) for the period

         5,852,776

       (2,456,208)

EBITDA/EBITDA (Loss)(1)

6,685,770

        (2,861,351)

Basic Earnings/(Loss) per share

             0.0935

           (0.0443)

Diluted Earnings/(Loss) per share

             0.0808

           (0.0443)

Weighted basic average number of shares outstanding

62,592,152

55,397,030

Weighted diluted average number of shares outstanding

77,043,805

69,938,229

(1) EBITDA, Adjusted EBITDA and Free Cash Flow are non-IFRS measures. Refer to section Definition of Non-IFRS Measures for further explanation and definitions.

 

Revenues

Revenues were $2,565,000 and $4,415,000 for the three-month (Q2 2018) and six-month (YTD 2018) periods ended June 30, 2018, respectively, compared to $(2,067,000) and $(5,510,000) for the corresponding periods in 2017. With the adoption of IFRS 9, certain non-cash items are recognized in revenue.

 

Revenues in the quarterly period were impacted by IFRS 9 net non-cash items $(591,000) compared to $(7,058,000) for corresponding period last year. The non-cash amount consisted primarily of an improvement of $4,865,000 for adjustments to fair value which were primarily due to reversing the adjustment of $5,429,000 in realized loss on investments written-off and a $(27,000) impact for foreign exchange differences. Also included in the adjustments to fair value were an increase of $965,000 in the fair value of the shares held in Lattice Biologics Ltd. and Boardwalktech offset by $1,117,000 reduction in the fair value on a promissory note.

 

Revenues in the quarterly period also include a $400,000 buyout from Boardwalktech compared to $3,000,000 in royalty buyout revenues from Aquam Corp. in April 2017, reported in the prior year period.

 

Royalties, Interest and Fees

Royalties, interest and fees were $1,342,000 and $2,396,000 for Q2 2018 and YTD 2018, respectively, compared to $1,046,000 and $2,380,000 for the corresponding periods in 2017. The change in the quarterly period was due to royalty payment income of $370,000 earned during the period from new investments in the last twelve months and $196,000 in Global Partner management fees for the period of June 7, 2018 to June 30, 2018. These changes were partially offset by a decrease of $47,000 in royalty payment income earned in the prior year period that was not earned in the current period due to royalty buyouts, a decrease of $121,000 from one investment not accruing income and a decrease of $106,000 relating to the lower U.S. dollar exchange rate and a lower royalty rate on some investments.

 

Management believes that the core companies from its portfolio will continue to contribute Free Cash Flow(1) on a regular basis as the portfolio matures.

 

Operating Expense

Total operating expenses were $1,472,000 and $2,676,000 for Q2 2018 and YTD 2018, respectively, compared to $803,000 and $2,054,000 for the corresponding periods in 2017. The change in the quarterly period was due to $344,000 in restructuring costs, $236,000 in costs incurred by the acquired LOGiQ business from June 7 to June 30, 2018, $174,000 of transaction costs for the reverse acquisition and $96,000 for withholding tax expensed. These increases were partially offset by $136,000 in lower salary costs and $17,000 in lower office rent.

 

Adjusted EBITDA(1)

Adjusted EBITDA(1) was $495,000 and $617,000 for Q2 2018 and YTD 2018, respectively, compared to $3,372,000 and $3,529,000 for the corresponding periods in 2017. The change  was primarily due to the Aquam contract buyout for $3,000,000 in April 2017 referenced above.

 

Free Cash Flow(1)

Free Cash Flow(1) was $(159,000) and $(292,000) for Q2 2018 and YTD 2018, respectively, compared to $3,518,000 and $3,570,000 for the corresponding periods in 2017. The change in the quarterly period was primarily due to the Aquam contract buyout for $3,000,000 in April 2017, as well as the $174,000 in acquisition transaction costs, each of which are referenced above.

 

Profit (Loss) After Taxes

Profit after taxes was $5,853,000 and $5,989,000 for Q2 2018 and YTD 2018, respectively, compared to $(2,456,000) and $(6,248,000) for the corresponding periods in 2017. The improvement in the quarterly period was primarily due to a combination of non-cash items the most significant of which are the purchase gain of $5,459,000 and the realized loss from investments written-off and adjustments to fair value totalling $6,529,000.

 

Assets

   As at June 30, 2018  As at December 31, 2017
Cash and cash equivalents

$9,636,271

$7,534,383

Investments at fair value

26,223,059

22,289,157

Intangible asset

12,891,667

Total assets

60,907,654

39,392,563

 

Cancellation of Options

An aggregate of 200,000 stock options of the Company held by a director of the Company, exercisable at a price of $0.18 per share until June 13, 2023, have been cancelled at the request of the director.

 

Flow Capital’s financial statements and management’s discussion and analysis for the three-month period ended June 30, 2018, will be filed today on SEDAR at www.sedar.com and also available on Flow Capital’s website at www.flowcap.com/financials.

 

(1)  Please refer to the Company’s management’s discussion and analysis for definitions and reconciliations of these non-IFRS measures to measures prescribed by IFRS.

 

Conference Call Details

Flow Capital will host a conference call to discuss these results at 8:00 a.m. Eastern Time, Friday, August 24, 2018. Participants should call (647) 427-2311 or (866) 521-4909 and ask an operator for the Flow Capital earnings call. Please dial in 10 minutes prior to the call to secure a line. A replay will be available shortly after the call. To access the replay, please dial (416) 621-4642 or (800) 585-8367 and enter access code 7688437. The replay recording will be available until 11:59 p.m. Eastern Time, August 31, 2018.

 

An audio recording of the conference call will be also available on the investors’ page of Flow Capital’s website at www.flowcap.com/financials.

 

About Flow Capital

Based in Toronto, Flow Capital Corp. is a diversified alternative asset investor and advisor, operating two divisions: an investment operation providing revenue-linked capital to emerging growth businesses, and an institutional advisory sales platform providing pension funds, charities and endowment clients with access to leading institutional money managers from around the world. Learn more at www.flowcap.com.

Forward-Looking Information and Statements

This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’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”. The forward-looking information contained herein may include, but is not limited to, information with respect to: prospective financial performance; including the Company’s opinion regarding the current and future performance of its portfolio, expenses and operations; anticipated cash needs and need for additional financing; anticipated funding sources; future growth plans; royalty acquisition targets and proposed or completed royalty transactions; estimated operating costs; estimated market drivers and demand; business prospects and strategy; anticipated trends and challenges in the Company’s business and the markets in which it operates; the amount and timing of the payment of dividends by the Company; and the Company’s financial position. By identifying such information and statements in this manner, the Company 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.

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 limited operating history; 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 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 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 (“PFIC”); the Company’s ability to pay dividends in the future and the timing and amount of those dividends; reliance on key personnel, particularly the Company’s founders; dilution of shareholders’ interest through future financings; and general economic and political conditions; as well as the risks discussed in the joint management information circular of the Company dated May 2, 2018 and the risks discussed herein. Although the Company 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, the Company 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.

Key assumptions include, but are not limited to: assumptions that the Canadian and U.S. economies relevant to the Company’s investment focus will remain relatively stable over the next 12 to 24 months; that interest rates will not increase dramatically over the next 12 to 24 months; that the Company’s existing investees will continue to make royalty payments to the Company as and when required; that the businesses of the Company’s investees will not experience material negative results; that the Company will continue to grow its portfolio in a manner similar to what has already been established; that tax rates and tax laws will not change significantly in Canada and the U.S.; that more small to medium private and public companies will continue to require access to alternative sources of capital; that the Company will have the ability to raise required equity and/or debt financing on acceptable terms; and that the Company will have sufficient free cash flow to pay dividends. The Company has also assumed that access to the capital markets will remain relatively stable, that the capital markets will perform with normal levels of volatility and that the Canadian dollar will not have a high amount of volatility relative to the U.S. dollar. In determining expectations for economic growth, the Company primarily considers historical economic data provided by the Canadian and U.S. governments and their agencies. Although the Company 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 the Company 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 the Company 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.

For further information, please contact:

 

Flow Capital Corp.:

Robb McLarty

Chief Executive Officer (Acting)

Tel: (416) 777-0383

August 20, 2018

Notice of Flow Capital’s Second Quarter 2018 Financial Results Conference Call

Notice of Flow Capital’s Second Quarter 2018 Financial Results Conference Call

Financial results to be released after markets on Thursday, August 23, 2018

TORONTO, Ontario, August 17, 2018 – Flow Capital Corp. (TSXV: FW) (“Flow Capital” and “Flow”) today announced it will release its second quarter 2018 financial results after the markets close on Thursday, August 23, 2018. Mr. Robb McLarty, Acting Chief Executive Officer, and Mr. Donnacha Rahill, Chief Financial Officer, will host a conference call at 8:00 a.m. ET the next day, Friday, August 24, 2018, to review the results. A question and answer session will follow the corporate update.

CONFERENCE CALL DETAILS

DATE:                                            Friday, August 24, 2018

TIME:                                            8:00 AM Eastern Time

DIAL IN NUMBER:                     866 521-4909 or 647 427-2311

TAPED REPLAY:                          800 585-8367 or 416 621-4642

REFERENCE NUMBER:            7688437

A recording of the call will be archived on the Company’s website at www.flowcap.com/financials/ .

About Flow Capital

Based in Toronto, Flow Capital Corp. is a diversified alternative asset investor and advisor, operating two divisions: an investment operation providing revenue-linked capital to emerging growth businesses, and an institutional advisory sales platform providing pension funds, charities and endowment clients with access to leading institutional money managers from around the world. Learn more at www.flowcap.com.

For further information, please contact:

Flow Capital Corp.:

Donnacha Rahill

Chief Financial Officer

Tel: (416) 477-2601

August 8, 2018

Flow Capital Announces Conclusion of Foregrowth Joint Venture

Flow Capital Announces Conclusion of Foregrowth Joint Venture

TORONTO, August 8, 2018 – Flow Capital Corp. (“Flow Capital” and “Flow”) announced today the conclusion of the joint venture agreement with Foregrowth Holdco Inc, (“Foregrowth”). The joint venture agreement was signed in October 2016 and was due to expire in October 2018.

“I would like to thank Foregrowth for their work in making the partnership a success,” said Robb McLarty, Acting Chief Executive Officer of Flow.  “The partnership allowed us to scale our portfolio across a broader number of investment opportunities while still providing sufficient growth capital to help investees achieve their growth objectives. Flow is now positioned to achieve future growth through investments with stronger alignment with managers/owners, better security interests, and in certain cases, additional upside in the form of equity participation through instruments such as warrants.”

Flow Capital has divested its 15% shareholding in Foregrowth-Grenville Investments Inc. (“FGI”). Flow Capital and its other joint venture partner, Darwin Strategic Royalty Corp. (“Darwin”), acquired Foregrowth’s share of the five royalty investments made by FGI for a price equal to the investment amount. The five royalty investments consist of Expert Homes, eScribe, Factor75, Medworxs and Hybrid Financial. Flow Capital and Darwin share the acquired investments on a 79% and 21% basis, respectively.

About Flow Capital

Based in Toronto, Flow Capital Corp. is a diversified alternative asset investor and advisor, operating two divisions: an investment operation providing revenue-linked capital to emerging growth businesses, and an institutional advisory sales platform providing pension funds, charities and endowment clients with access to leading institutional money managers from around the world. Learn more at www.flowcap.com.

For further information, please contact:

Flow Capital Corp.

Robb McLarty
Chief Executive Officer (Acting)
robb@flowcap.com

Phone: (416) 777-0383

1 Adelaide Street East, Suite 3002,

PO Box 171,

Toronto, Ontario M5C 2V9

August 7, 2018

Flow Capital Congratulates Inner Spirit Holdings on its IPO

Flow Capital Congratulates Inner Spirit Holdings on its IPO

TORONTO, August 7, 2018 – Flow Capital Corp. (“Flow Capital” and “Flow”) wishes to congratulate Inner Spirit Holdings Ltd. (“Inner Spirit”) on its successful listing on the Canadian Securities Exchange (“CSE”). Inner Spirit’s common shares began trading effective at the market open on August 1, 2018 under the symbol ISH.

Inner Spirit is a Flow Capital portfolio company.  In January 2018, Flow Capital converted its royalty in WATCH IT! to common shares of Inner Spirit.  Following the completion of Inner Spirit’s IPO, Flow Capital owns approximately 8.36% of the outstanding common shares of Inner Spirit.

Inner Spirit is establishing a chain of recreational cannabis dispensaries under its Spirit Leaf brand. Supporting local entrepreneurs by applying its award-winning franchise and retail models, Inner Spirit has more than 100 franchise partnerships in place for Spirit Leaf locations across BC, Alberta and Saskatchewan. Inner Spirit also intends to operate corporate dispensaries in certain jurisdictions. Developing a diverse portfolio of quality and curated lifestyle cannabis products – including Spirit Leaf’s own locally sourced lines – Inner Spirit and its Spirit Leaf brand is positioned to be an iconic Canadian brand and the most trusted source for recreational cannabis.

“Flow Capital congratulates Darren Bondar and the team at Inner Spirit on becoming the first Canadian recreational cannabis retail company to complete an initial public offering,” stated Robb McLarty, Acting Chief Executive Officer of Flow.  “Inner Spirit’s success will be a meaningful contributor to increasing Flow’s net asset value.  We believe that the intrinsic value of our portfolio of royalty, debt and equity positions, less net debt, continues to be significantly greater than our market capitalization.”

About Flow Capital

Based in Toronto, Flow Capital Corp. is a diversified alternative asset investor and advisor, operating two divisions: an investment operation providing revenue-linked capital to emerging growth businesses, and an institutional advisory sales platform providing pension funds, charities and endowment clients with access to leading institutional money managers from around the world. Learn more at www.flowcap.com.

For further information, please contact:

 Flow Capital Corp.

Robb McLarty
Chief Executive Officer (Acting)
robb@flowcap.com

Phone: (416) 777-0383

1 Adelaide Street East, Suite 3002,

PO Box 171,

Toronto, Ontario M5C 2V9

July 30, 2018

Flow Capital Announces Normal Course Issuer Bid for Debentures and Common Shares

Flow Capital Announces Normal Course Issuer Bid for Debentures and Common Shares

TORONTO, July 30, 2018 – 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 4,666,666 common shares of the Company, representing approximately 5.32% of the Company’s presently issued and outstanding common shares (the “Common Share NCIB”);
  • up to $1,720,100 principal amount of the $17,250,000 principal amount 8% convertible unsecured subordinated debentures of the Company due December 31, 2019 (the “8% Convertible Debentures”) that are currently issued and outstanding and trade on the TSXV under the symbol FW.DB.A (the “8% Debenture NCIB”). This represents 10% of the public float of the 8% Convertible Debentures; and
  • up to $521,000 principal amount of the $5,214,000 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 “7% Debenture NCIB”, and together with the Common Share NCIB and the 8% Debenture NCIB, the “NCIBs”). This represents 10% of the public float of the 7% Convertible Debentures.

The NCIB will commence two business days following the TSXV’s acceptance of the Company’s Notice of Intention and will terminate:

  • in the case of the common shares, upon the earliest of (i) the Company purchasing 4,666,666 common shares, (ii) the Company providing notice of termination of the Common Share NCIB, and (iii) 12 months following the Common Share NCIB commencement date;
  • In the case of the 8% Convertible Debentures, upon the earliest of (i) the Company purchasing $1,720,100 principal amount of the 8% Convertible Debentures, (ii) the Company providing notice of termination of the 8% Debenture NCIB, and (iii) 12 months following the 8% Debenture NCIB commencement date; and
  • In the case of the 7% Convertible Debentures, upon the earliest of (i) the Company purchasing $521,000 principal amount of the 7% Convertible Debentures, (ii) the Company providing notice of termination of the 7% Debenture NCIB, and (iii) 12 months following the 7% Debenture NCIB commencement date

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. In addition, the Company believes that by repurchasing the 8% Convertible Debentures and 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 NCIBs (the “Broker”). The NCIBs will be made through the facilities of the TSXV and the purchase and payment for the common shares, the 8% Convertible Debentures and the 7% Convertible Debentures will be made in accordance with TSXV requirements at the market price of the applicable securities at the time of acquisition, plus brokerage fees, if any, charged by the Broker. All securities purchased by the Company under the NCIBs 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 NCIBs 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 NCIBs. The Company has not purchased any of its common shares, 8% Convertible Debentures or 7% Convertible Debentures in the past 12 months through a normal course issuer bid.

A copy of each Form 5G – Notice of Intention to make a Normal Course Issuer Bid filed by the Company with the TSXV in respect of the NCIBs can be obtained from the Company upon request without charge.

About Flow Capital

Based in Toronto, Flow Capital Corp. is a diversified alternative asset investor and advisor, operating two divisions: an investment operation providing revenue-linked capital to emerging growth businesses, and an institutional advisory sales platform providing pension funds, charities and endowment clients with access to leading institutional money managers from around the world. Learn more at www.flowcap.com.

For further information, please contact:

Flow Capital Corp.

Robb McLarty
Chief Executive Officer (Acting)
robb@flowcap.com

Phone: (416) 777-0383

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” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’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”. 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 NCIBs.

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 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 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 (“PFIC”); the Company’s ability to pay dividends in the future and the timing and amount of those dividends; reliance on key personnel, particularly the Company’s founders; dilution of shareholders’ interest through future financings; and general economic and political conditions; as well as the risks discussed in the Company’s and Grenville’s public filings. Although the Company 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, the Company 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.

Key assumptions include, but are not limited to: assumptions that the Canadian and U.S. economies relevant to the Company’s investment focus will remain relatively stable over the next 12 to 24 months; that interest rates will not increase dramatically over the next 12 to 24 months; that the Company’s existing investees will continue to make royalty payments to the Company as and when required; that the businesses of the Company’s investees will not experience material negative results; that the Company will be able to successfully integrate and grow the businesses of its predecessor companies; that the Company will continue to grow its portfolio in a manner similar to what has already been established; that tax rates and tax laws will not change significantly in Canada and the U.S.; that more small to medium private and public companies will continue to require access to alternative sources of capital; that the Company will have the ability to raise required equity and/or debt financing on acceptable terms; and that the Company will have sufficient free cash flow to pay dividends. The Company has also assumed that access to the capital markets will remain relatively stable, that the capital markets will perform with normal levels of volatility and that the Canadian dollar will not have a high amount of volatility relative to the U.S. dollar. In determining expectations for economic growth, the Company primarily considers historical economic data provided by the Canadian and U.S. governments and their agencies. Although the Company 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 the Company 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 the Company 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.

 

July 25, 2018

Flow Capital Expands Its Investment In Solar Brokers

Flow Capital Expands Its Investment In Solar Brokers

TORONTO, July 24, 2018 – Flow Capital Corp. (“Flow Capital” and “Flow”) wishes to announce that it has increased its investment in Solar Brokers Canada Corp. (“Solar Brokers”) and its affiliate Green Lion Eco Group Corp. (“Green Lion”).

Solar Brokers, based in Toronto, Ontario, is one of Canada’s largest solar sales organizations. Solar Brokers has brokered the sale of over 30 megawatts of solar to homeowners in Ontario since 2012, selling through online and premium retail channel partners. Solar Brokers is redefining how Canadian consumers adopt residential solar. Green Lion is a project management and quality assurance firm that ensures that every Solar Brokers project is built to industry-leading standards.

Flow Capital will provide to the companies a $1 million secured line of credit, which will accelerate the installation of sold projects. In addition to the line of credit, Flow Capital has made a strategic investment to become a shareholder of Solar Brokers and Green Lion. Flow will also be providing financial and strategic advice to the companies and will have the right to a seat on the companies’ boards of directors. Interest on the line of credit is commensurate with Flow Capital’s existing royalty, and the facility may be repaid at any time without a buyout premium.

Solar Brokers CEO J.C. Awwad commented, “We are excited to be partnering with Flow Capital, and confident that this partnership will allow us to optimize our financial strategy to obtain the required capital to support our ongoing rapid growth.”

“Flow Capital offers emerging growth companies a strong value proposition – a broad set of capital solutions that can be tailor-made to unique circumstances, paired with the advice and involvement of our team and Board,” said Robb McLarty, Acting Chief Executive Officer of Flow. “We believe in Solar Brokers’ business model and potential for value creation, which is why we chose to expand our investment in the company. The partnership is particularly well-matched given our team’s track record of investing in this space, which includes multiple profitable exits at prior firms.”

About Flow Capital Corp.
Based in Toronto, Flow Capital Corp. is a diversified alternative asset investor and advisor, operating two divisions: an investment operation providing revenue-linked capital to emerging growth businesses, and an institutional advisory sales platform providing pension funds, charities and endowment clients with access to leading institutional money managers from around the world. Learn more at www.flowcap.com.

For further information, please contact:
Flow Capital Corp.
Robb McLarty
Chief Executive Officer (Acting)
robb@flowcap.com
Phone: (416) 777-0383

1 Adelaide Street East, Suite 3002,
PO Box 171,
Toronto, Ontario M5C 2V9

July 6, 2018

Flow Capital Announces Closing of Non-Brokered Private Placement

Flow Capital Announces Closing of Non-Brokered Private Placement

TORONTO, July 5, 2018 – Flow Capital Corp. (TSXV: FW) (“Flow Capital“, “Flow” or the “Company“) announces today that it has closed a non-brokered private placement (the “Offering“). Under the Offering, the Company issued 5,032,689 units (each, a “Unit“) at a price of $0.18 per Unit for aggregate gross proceeds of $905,884.02.

Each Unit consists of one common share of the Company and one common share purchase warrant of the Company. Each warrant is exercisable at a price of $0.22 for a period of sixty (60) months following closing.

The Company intends to use the net proceeds from the Offering to increase the Company’s available cash for deployment into new investments.

All securities issued by the Company under the Offering are subject to a statutory four month hold period in accordance with applicable securities legislation.

Certain directors and officers of the Company subscribed for an aggregate of 4,893,800 Units under the Offering for aggregate cash consideration of $880,884. The participation of these directors and officers in the Offering constitutes a related party transaction under Canadian Multilateral Instrument 61-101 (“MI 61-101“), but is otherwise exempt from the formal valuation and minority approval requirements of MI 61-101.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Flow Capital

Based in Toronto, Flow Capital Corp. is a diversified alternative asset investor and advisor, operating two divisions: an investment operation providing revenue-linked capital to emerging growth businesses, and an institutional advisory sales platform providing pension funds, charities and endowment clients with access to leading institutional money managers from around the world. Learn more at www.flowcap.com.

For further information, please contact:

Flow Capital Corp.

Robb McLarty
Chief Executive Officer (Acting)
robb@flowcap.com

Phone: (416) 777-0383

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” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’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”. The forward-looking information contained herein may include, but is not limited to, information with respect to the proposed use of 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 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 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 (“PFIC”); the Company’s ability to pay dividends in the future and the timing and amount of those dividends; reliance on key personnel, particularly the Company’s founders; dilution of shareholders’ interest through future financings; and general economic and political conditions; as well as the risks discussed in the Company’s and Grenville’s public filings. Although the Company 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, the Company 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.
Key assumptions include, but are not limited to: assumptions that the Canadian and U.S. economies relevant to the Company’s investment focus will remain relatively stable over the next 12 to 24 months; that interest rates will not increase dramatically over the next 12 to 24 months; that the Company’s existing investees will continue to make royalty payments to the Company as and when required; that the businesses of the Company’s investees will not experience material negative results; that the Company will be able to successfully integrate and grow the businesses of its predecessor companies; that the Company will continue to grow its portfolio in a manner similar to what has already been established; that tax rates and tax laws will not change significantly in Canada and the U.S.; that more small to medium private and public companies will continue to require access to alternative sources of capital; that the Company will have the ability to raise required equity and/or debt financing on acceptable terms; and that the Company will have sufficient free cash flow to pay dividends. The Company has also assumed that access to the capital markets will remain relatively stable, that the capital markets will perform with normal levels of volatility and that the Canadian dollar will not have a high amount of volatility relative to the U.S. dollar. In determining expectations for economic growth, the Company primarily considers historical economic data provided by the Canadian and U.S. governments and their agencies. Although the Company 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 the Company 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 the Company 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.
June 25, 2018

Flow Capital Exits Debt Investment in Boardwalktech

Flow Capital Exits Debt Investment in Boardwalktech

TORONTO, June 25, 2018 – Flow Capital Corp. (“Flow Capital” and “Flow”) wishes to announce that it has exited its debt investment in Boardwalktech Software Corp. (“Boardwalktech”), earning a 2.2X return in the six months since making its investment.  Boardwalktech commenced trading on the TSXV on June 11, 2018 under the ticker symbol BWLK.

In addition to the investment return described above, and pursuant to the advisory agreement between Flow Capital and Boardwalktech signed in December 2017, Flow Capital continues to hold 79,884 common shares and 319,540 common share purchase warrants of Boardwalktech.

Based in Cupertino, California and founded in 2005, Boardwalktech has developed a patented digital ledger technology that allows for multi-party collaboration and verification on a trusted, shared, secure, and private information cloud.  The Boardwalk Enterprise Blockchain data management platform allows rapid blockchain application development on many platforms using any user interface, supporting both on/off-chain “smart contract” business logic, integration with legacy systems and an easy method of connecting all participants.  Boardwalktech’s customers include twenty-three of the Fortune 500.

“Flow Capital’s unique value proposition is evident in our experience with Boardwalktech.  Our innovative form of growth capital fuels expansion in our portfolio companies and delivers excellent risk-adjusted returns to our shareholders.  In addition to investing capital, we invest our time and our expertise in order to help catalyze meaningful step-ups in portfolio company enterprise value, sharing in the upside through warrants and equity” stated Robb McLarty, Acting Chief Executive Officer of Flow.  “We will continue to execute on opportunities like Boardwalktech, from both the United States and Canada, in order to continue to fulfill our mission of building shareholder value.”

About Flow Capital Corp.

Based in Toronto, Flow Capital Corp. is a diversified alternative asset investor and advisor, operating two divisions: an investment operation providing revenue-linked capital to emerging growth businesses, and an institutional advisory sales platform providing pension funds, charities and endowment clients with access to leading institutional money managers from around the world. Learn more at www.flowcap.com.

For further information, please contact:

Flow Capital Corp.

Robb McLarty
Chief Executive Officer (Acting)
robb@flowcap.com

Phone: (416) 777-0383

1 Adelaide Street East, Suite 3002,

Toronto, Ontario M5C 2V9