Flow Beverage Corp. Announces Receipt of Demand Letters and Notices of Enforcement of Security and Departure of Chief Executive Officer

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08/25/2025 - 07:29 AM

TORONTO--(BUSINESS WIRE)-- Flow Beverage Corp. (TSX:FLOW; OTCPK:FLWBF) (“Flow” or the “Company”) announced today that the Company and certain of its subsidiaries have received demand letters of repayment dated August 22, 2025 and notices of intention to enforce a security under section 241 of the Bankruptcy and Insolvency Act (Canada) dated August 22, 2025 (the “Notices”) from NFS Leasing Canada Ltd. (“NFS”) and RI Flow LLC (“RI Flow”) with respect to alleged defaults under certain secured loans made to the Company and the Subsidiaries by NFS (the “NFS Loans”) and RI Flow (the "RI Flow Loans" and, together with the NFS Loans, the “Loans”). NFS and RI Flow have indicated an intention to foreclose on the Company and its subsidiaries’ assets in satisfaction of the indebtedness owing pursuant to the Loans.

Flow’s Board of Directors (the “Board”) remains in place and is committed to steering the Company through these challenges. A special committee of independent directors (the “Special Committee”) is actively considering various alternatives to address the situation and pursue strategic alternatives in the best of interest of the Company and its stakeholders. Origin Merchant Partners has previously been retained as financial advisor to assist with the exploration of such alternatives and such strategic review remains ongoing.

The Company also announced today the departure of Nicholas Reichenbach, effective immediately, from his current executive positions with the Company as Executive Chairman and Chief Executive Officer. Mr. Reichenbach remains a member of the Board. An Office of the Interim Chief Executive Officer, comprised of the Chair of the Special Committee, the Chief Financial Officer and the General Counsel and Corporate Secretary, will carry out the responsibilities of the Chief Executive Officer on an interim basis.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws (“Forward-Looking Statements”). The Forward-Looking Statements contained in this press release relate to future events or Flow’s future plans, operations, strategy, performance or financial position and are based on Flow’s current expectations, estimates, projections, beliefs and assumptions. Such Forward-Looking Statements have been made by Flow in light of the information available to it at the time the statements were made and reflect its experience and perception of historical trends. All statements and information other than historical fact may be forward-looking statements. Such Forward-Looking Statements are often, but not always, identified by the use of words such as “may”, “would”, “should”, “could”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, “continue”, “expect”, “believe”, “anticipate”, “estimate”, “will”, “potential”, “proposed” and other similar words and expressions.

Forward-Looking Statements are based on certain expectations and assumptions and are subject to known and unknown risks and uncertainties and other factors, many of which are beyond Flow’s control, that could cause actual events, results, performance and achievements to differ materially from those anticipated in these Forward-Looking Statements, including: there can be no assurances Flow will be able to execute on any alternatives or avoid foreclosure; and the Company does not expect to be able to continue as a going concern without a near-term infusion of capital and there can be no assurances as to whether the Company will be able to source such capital. Forward-Looking Statements are provided for the purpose of assisting the reader in understanding Flow and its business, operations, prospects, and risks at a point in time in the context of historical and possible future developments, and the reader is therefore cautioned that such information may not be appropriate for other purposes. Forward-Looking Statements should not be read as guarantees of future performance or results. Readers are cautioned not to place undue reliance on these Forward-Looking Statements, which speak only as of the date of this press release. Unless otherwise noted or the context otherwise indicates, the Forward-Looking Statements contained herein are provided as of the date hereof, and the Company disclaims any intention or obligation, except to the extent required by law, to update or revise any Forward-Looking Statements as a result of new information or future events, or for any other reason.

The following press release should be read in conjunction with the management’s discussion and analysis and unaudited condensed consolidated interim financial statements and notes thereto as at and for the three and six months ended April 30, 2025. Additional information about Flow is available on the Company’s profile on SEDAR+ at www.sedar.com, including the Company’s Annual Information Form for the year ended October 31, 2024 dated January 29, 2025.