Flow Beverage Corp. announced a non brokered private placement and entered into subscription agreement to issue 12,050,000 subordinate voting shares at an issue price of CAD 0.28 per share for the gross proceeds of CAD 3,374,000 on January 30, 2024. The transaction included participation from new investor RI Flow LLC. All SV Shares issued under the Offering are subject to a four-month and one-day hold period in accordance with applicable Canadian securities laws and such other further restrictions as may apply under applicable foreign securities laws. The Offering remains subject to the final approval of the Toronto Stock Exchange. Prior to the Offering, NFS Leasing Canada Ltd. owned, and Clifford L. Rucker and NFS Leasing, Inc. beneficially owned, or had control or direction over, warrants convertible into 6,126,880 SV Shares representing approximately 10.64% of the issued and outstanding SV Shares and 5.12% of the voting rights attached to all of the company?s outstanding voting securities, on a partially diluted basis based upon 51,454,684 SV shares and 6,214,566 multiple voting shares of the company outstanding prior to giving effect to the Offering, each of which MVS entitles the holder to the voting rights of ten SV Shares. After giving effect to the Offering, the investor owns, and Clifford L. Rucker beneficially owns, or has control or direction over, 6,473,000 SV Shares and Warrants convertible into 6,126,880 SV Shares, representing, on an undiluted basis, 11.17% of the issued and outstanding SV Shares and 5.39% of the voting rights attached to all of the company?s outstanding voting securities, and representing, on a partially diluted basis, 19.67% of the issued and outstanding SV Shares and 9.98% of the voting rights attached to all of the company?s outstanding voting securities all based upon 57,927,684 SV Shares and 6,214,566 MVS outstanding after giving effect to the Offering. Assuming the completion of the second Offering, the investor will own, and Clifford L. Rucker will beneficially own, or have control or direction over, 12,050,000 SV Shares and Warrants convertible into 6,126,880 SV Shares, representing, on an undiluted basis, 18.97% of the issued and outstanding SV Shares and 9.59% of the voting rights attached to all of the company?s outstanding voting securities, and representing, on a partially diluted basis assuming exercise of the Warrants, 26.10% of the issued and outstanding SV Shares and 13.79% of the voting rights attached to all of the company?s outstanding voting securities all based upon 63,504,684 SV Shares and 6,214,566 MVS outstanding after giving effect to the Offering and the Second Offering.

On same date, the company has issued 6,473,000 shares at a price CAD 0.28 per share for the gross proceeds of CAD 1,812,440 in it's first tranche.