Announcements - All News

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

June 21, 2018

Flow Capital Announces Binding Agreement to Sell Agnity Global Royalty to Universal mCloud

Flow Capital Announces Binding Agreement to Sell Agnity Global Royalty to Universal mCloud

TORONTO, June 21, 2018 – Flow Capital Corp. (“Flow Capital” and “Flow”) today announced that it has signed a binding agreement to sell its Royalty Agreement with Agnity Global (“Agnity”), an industry leader in LTE/4G/5G mobile IoT applications, to Universal mCloud Corp (TSX-V: MCLD) (OTCQB: MCLDF) (“mCloud”).

Pursuant to the sale, mCloud will pay Flow Capital $2M USD in cash and 1.5M in mCloud shares at close, and another 3.5M shares if certain milestones are met.

“We are excited to be shareholders in mCloud, given the company’s proven team and track record, and the global market opportunity that it is attacking. We’re also very pleased to be participating in Agnity’s continued growth through mCloud. This deal is an example of Flow Capital’s strategy of leveraging our upside exposure to benefit from the success of our portfolio companies,” said Robb McLarty, Acting Chief Executive Officer of Flow Capital.

For mCloud, this transaction extends the company’s capacity to reach all parts of North America, Asia, and Europe and solidifies its position as the eminent provider of IoT asset management solutions for smart buildings, wind, and power utility providers.

“mCloud’s AssetCare platform is now connected to over 15,000 assets around the world and Agnity’s mobile capabilities are already being applied to our AI and Analytics offerings in the field, empowering field workers to achieve successful outcomes,” said Russel McMeekin, mCloud President and CEO. “This transaction will allow mCloud to offer enhanced IoT capabilities to our customers, such as blockchain-based mobile security, while simultaneously doubling our high-margin recurring revenue base and positioning mCloud for profitability in the near term.”

The Binding Agreement is subject to customary regulatory approval and a break up fee.

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.

About Universal mCloud Corp.

Universal mCloud Corp. is headquartered in Vancouver, BC with technology and operations centers in San Francisco, CA and Bristol, PA. mCloud is an IoT connected asset care cloud solution company utilizing connected IoT devices, leading deep energy analytics, secure mobile and 3D technologies that rally all asset stakeholders around an Asset-Circle-of-Care™, providing complete real-time and historical data coupled with guidance and advice based on deep analytics and diagnostics resulting in optimal performance and care of critical equipment. It’s all about the asset. The powerful and secure AssetCare™ environment is accessible everywhere, 24/7 through standard mobile devices, ruggedized headsets, and web browsers. For more information, visit www.mCloudCorp.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

 

Universal mCloud Corp.

Madelin Daviau

NATIONAL | Equicom

T: 416-848-9833

mdaviau@national.ca

 

Russ McMeekin

Chief Executive Officer

Universal mCloud Corp.

T: 415-635-3500

June 18, 2018

Flow Capital Congratulates Boardwalktech on its TSXV listing

Flow Capital Congratulates Boardwalktech on its TSXV listing

TORONTO, June 18, 2018 – Flow Capital Corp. (“Flow Capital” and “Flow”) wishes to congratulate Boardwalktech Software Corp. (“Boardwalktech”) on its successful TSX Venture Exchange (“TSXV”) listing.  Boardwalktech, one of Flow Capital’s portfolio companies, commenced trading on the TSXV on June 11, 2018 under the ticker symbol BWLK.

“Our relationship with Boardwalktech is representative of the value proposition that we offer our portfolio companies and syndicate partners.  In addition to investing capital, we invest our time and our expertise in order to help build portfolio company value,” 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

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.

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

June 14, 2018

Flow Capital Articulates Vision and Provides Corporate Update

Flow Capital Articulates Vision and Provides Corporate Update

TORONTO, June 14, 2018– Flow Capital Corp. (TSXV: FW)(“Flow Capital”,“Flow” or the “Company”) is pleased to provide the following corporate update.

Flow Capital Vision

Flow Capital 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.

The investment operation will utilize the Flow Capital name and brand in the marketplace. Flow will primarily make revenue-linked investments in North American emerging growth businesses and will also provide a range of financial products and advisory services to assist these companies in fulfilling their growth objectives.  Flow is seeking to fill a significant unmet need in the financing market for profitable or near profitable, small and medium sized enterprises (“SMEs”) looking to grow their business without the dilution of equity or heavily restrictive covenants of secured debt. This operation – the former Grenville royalty investment business – will continue to execute on the investment direction that was established in 2016.

Flow Capital’s last three investments are emblematic of its growth-oriented investment thesis. Solar Brokers, Stability Healthcare and Dionymed Holdings earn greater than $69 million in combined run-rate revenue.  They are companies of scale and growth.  Each company has a strong customer value proposition, is capital efficient, and is led by a proven management team with a significant ownership stake.

Boardwalktech, which recently listed on the TSX Venture Exchange (the “TSXV”), is representative of Flow Capital’s ability to not only invest capital, but also provide expertise in exchange for equity, in order to concurrently build value in its portfolio companies and generate returns for its shareholders. Advisory services will remain one of Flow Capital’s key offerings to SMEs.

Flow Capital’s second line of business will retain its former brand and be known as LOGiQ Global Partners. Global Partners has relationships with over thirty third-party investment managers, which ensures that pension and endowment clients have exposure to highly-skilled investment managers in every asset class and style, including the burgeoning market for alternative investment vehicles.  LOGiQ generates recurring fees from the investment mandates it secures on behalf of investment managers.

Flow Capital earned revenues of approximately $2,544,420and generated cash in Q1 2018, and on June 7, 2018 held a cash balance of approximately $9.1 million.  Synergies are expected through the rationalization of back office and financial operations.

Board of Directors

Flow also wishes to announce that Alan Torrie has been appointed as a director of the Company and will become Chair of Flow’s Audit Committee.

Alan Torrie brings extensive executive, financial and director experience to the Flow Capital Board.  He has held several senior executive roles, including as the former President and Chief Executive Officer of Morneau Shepell and MDS Diagnostics. He currently serves as Chair of the Board of Extendicare and is a Director and member of the Audit Committee and Governance Committee of Green Shield Canada.  He previously served as a Director of Trillium Health Partners, Cynapsus Therapeutics, and Appleby College.

“We are delighted and feel privileged to have an executive of Alan’s experience, stature and integrity join us as we execute on the vision of Flow Capital,” stated Vernon Lobo.

Contemporaneous with Alan’s appointment as a director, Peter Kampian and Eldon Smith have resigned from the board. Flow Capital wishes to thank Peter and Eldon for their contributions and service to Flow’s predecessor companies.

Vernon Lobo has assumed the role of Executive Chair and will continue to chair Flow Capital’s Investment Committee. Catherine McLeod-Seltzer, formerly Chair of Grenville’s board, will continue to serve as a Director of Flow.

“We are very happy to announce that Vernon Lobo has agreed to assume the role of Executive Chair of the company. Since he took the position of Chair of the Investment Committee in late 2016, there has been a notable change in the terms and structure of our investments. These include stronger incentive alignment with managers/owners, better security interests, and in certain cases, additional upside in the form of equity participation through instruments such as warrants. He also played an instrumental role in sourcing and negotiating the LOGiQ transaction.  We look forward to having him continue to source investments and provide guidance on deal terms and structure as we embark on a more refined and disciplined strategy to create value.  As part of that transition, the board has approved certain option grants and a private placement to ensure that key executives are properly motivated and aligned with shareholders to create value moving forward,” stated Catherine McLeod-Seltzer.

Option Grants

The Corporation has granted options to acquire an aggregate of 2,700,000 Common Shares to its Executive Chairman and Chief Financial Officer on the following terms:

Grantee Number of Options Granted Price per Share Expiry Date Vesting Terms
Vernon Lobo, Director and Executive Chairman 2,500,000 $0.18 June 13, 2023 Quarterly in equal tranches over a 5 year period
Donnacha Rahill, Chief Financial Officer 200,000 $0.18 June 13, 2023 Quarterly in equal tranches over a 5 year period

 

In addition, the Company has granted each non-executive director of the Company options to acquire 200,000 Common Shares, and a non-executive employee has been granted options to acquire 100,000 Common Shares, with all such options bearing the same terms as set out above.

Incentive-Driven Private Placement

The Corporation also announces that it intends to complete a non-brokered private placement of units of the Corporation (each, a “Unit”) at a price of $0.18 per Unit, for gross proceeds of approximately $900,000 (the “Offering”) with key members of Flow’s investment team subscribing for Units. Each Unit is comprised of one common share of the Corporation (each, a “Common Share”) and one Common Share purchase warrant of Flow Capital (a “Warrant”).  Each Warrant entitles the holder thereof to purchase one additional Common Share, at a price of $0.22 per Common Share, for a period of 60 months following the date of issuance of the Warrant. The securities issued under the Offering will be subject to a four-month hold period in accordance with applicable securities legislation.

As a complement to the option grants, this incentive-driven, management-led private placement further increases management’s ownership and alignment with shareholders, while also increasing cash available for new investments.

Completion of the Offering is subject to a number of conditions including, without limitation, receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange.

Change of Auditors

The Corporation confirms that its board of directors has approved the appointment of Goodman & Associates LLP (“Goodman”) as the Corporation’s new independent auditors, replacing PricewaterhouseCoopers LLP (“PWC”).  The appointment of Goodman as the new independent auditors of the Corporation was approved by the shareholders of the Corporation at the shareholders meeting held on May 31, 2018. The decision to change auditors was not the result of any disagreement between the Corporation and PWC or any reportable event within the meaning of applicable securities laws. There were no reservations in PWC’s reports for the two most recently-completed fiscal years or for any period subsequent to the most recently-completed period for which an audit report was issued and preceding the date of change.

In accordance with regulatory requirements, the Corporation has filed a Notice of Change of Auditor (“Notice”) and has received a response letter from PWC, the former auditor, confirming their agreement with the information provided in the Notice. The Corporation has also received a response from Goodman, the successor auditor, confirming their agreement with the information provided in the Notice. The Notice and response letters have been filed on SEDAR.

Management Loan

In connection with renewing his consulting services agreement, Flow Capital has agreed to extend to Robb McLarty a loan of $200,000.

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.

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 Company’s 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; 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 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 Acton 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 7, 2018

LOGiQ and Grenville Announce Closing of Arrangement

LOGiQ and Grenville Announce Closing of Arrangement

TORONTO, June 7, 2018 – LOGiQ Asset Management Inc. (“LOGiQ”) (TSX:LGQ) and Grenville Strategic Royalty Corp. (“Grenville”) (TSXV:GRC) are pleased to announce the closing of the previously announced plan of arrangement under the Business Corporations Act (British Columbia) (the “Transaction”). Pursuant to the Transaction, LOGiQ acquired all of the issued and outstanding common shares of Grenville (the “Grenville Shares”) on the basis of 6.25 common shares of LOGiQ (the “LOGiQ Shares”) for each outstanding Grenville Share. In addition, LOGiQ continued from Alberta to British Columbia and changed its name to “Flow Capital Corp.” (“Flow Capital”).

Immediately following completion of the Transaction, Flow Capital effected a share consolidation on a one for twelve basis (the “Share Consolidation”). Following the Share Consolidation, Flow Capital is expected to have approximately 82,678,533 common shares (“Flow Capital Shares”) issued and outstanding. The Flow Capital Shares, Flow Capital 2019 debentures (former Grenville debentures) and Flow Capital 2021 debentures (former LOGiQ debentures) are expected to start trading on the TSX Venture Exchange on June 11, 2018 under the stock symbols “FW”, “FW.DB.A” and “FW.DB.B”, respectively.

Flow Capital has also increased the size of its board of directors (the “Flow Capital Board”) from five to six. The Flow Capital Board is comprised of Eldon Smith, Gordon McMillan, Vernon Lobo, Catherine McLeod-Seltzer, Peter Kampian and Paul De Luca. Robb McLarty, Acting Chief Executive Officer and Chief Investment Officer leads the management team of Flow Capital with Donnacha Rahill as Chief Financial Officer and Steve Mantle as President, LOGiQ Global Partners.

The Transaction, which was announced on March 11, 2018, was approved by Grenville shareholders at Grenville’s special meeting of shareholders held on May 31, 2018 and Grenville obtained a final order in respect thereof from the Supreme Court of British Columbia on June 5, 2018. Holders of LOGiQ Shares approved the issuance of LOGiQ Shares and the Share Consolidation among other things on May 31, 2018.

Flow Capital will mail a letter of transmittal (“Letter of Transmittal”) to the registered former LOGiQ shareholders. The Letter of Transmittal describes the process by which such shareholders may obtain new certificates or DRS Advice(s) representing their post-consolidation Flow Capital Shares. The Letter of Transmittal must be completed and returned to Computershare Investor Services Inc. (“Computershare”) at the address specified in the Letter of Transmittal. Questions on how to complete the Letter of Transmittal, or requests for additional copies of the Letter of Transmittal, may be directed to Computershare at 1-800-564-6253 or by e-mail to corporateactions@computershare.com. A copy of the Letter of Transmittal may also be obtained from the SEDAR website at www.sedar.com.

Non-registered former LOGiQ shareholders holding their Flow Capital Shares through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the Share Consolidation than those put in place by LOGiQ or Flow Capital for registered shareholders. Non-registered former LOGiQ shareholders are encouraged to contact their nominee to obtain instructions for processing the Share Consolidation.

About Flow Capital
Based in Toronto, Flow Capital Corp. is a diversified alternative asset investor and advisor. Flow Capital operates two businesses: an investment firm 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.

Cautionary Statement
This news release contains certain “forward-looking statements” within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward- looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward- looking statements including: future operating results and funding requirements; the ability to achieve synergies; future general economic and market conditions; and changes in laws and regulations. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Flow Capital does not undertake to update any forward-looking information contained herein, except as required by applicable securities laws.

The TSX has neither approved nor disapproved the information contained in this release. 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.

Requests for further information should be directed to:

Flow Capital Corp.
Robb McLarty
Acting Chief Executive Officer
robb@flowcap.com
Phone: (416) 777-0383
1 Adelaide Street East, Suite 3002, PO Box 171,
Toronto, Ontario M5C 2V9