/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
Company raises $90M for its Canadian and U.S. expansion in advance of its Going Public Transaction
Company poised for North American expansion and growth together with a new brand partnership with superstar NBA player and Flow investor, Russell Westbrook
TORONTO, March 15, 2021 /CNW/ - Flow Water Inc. ("Flow Alkaline Spring Water™" or "Flow®") and RG One Corp. ("RG One") are pleased to announce the closing of the previously announced brokered private placement (the "Brokered Private Placement") of approximately 36.3 million subscription receipt units (consisting of one full share and one-half warrant) for gross proceeds of approximately $60 million, completed through a syndicate of agents led by Stifel Nicolaus Canada Inc. ("Stifel GMP").
Flow and RG One are also pleased to announce the closing on March 1, 2021 of Flow's previously announced non-brokered financing of subscription receipts for gross proceeds of $30 million to certain existing shareholders, friends, family and business associates of the Company, which are convertible on similar terms to the Brokered Private Placement (the "Non-Brokered Private Placement").
The subscription receipts from the Brokered Private Placement and Non-Brokered Private Placement are proposed to be exchanged for shares and warrants of RG One Corp. ("RG One") upon completion of the previously announced going public transaction of Flow by way of a proposed reverse take-over transaction with RG One and Flow (the "Transaction"). As part of the Transaction, Flow will be consolidating its shares on a five-to-one basis. On March 10, 2021, Flow and RG One replaced their non-binding letter of intent with a binding letter of intent between them.
"We are extremely pleased with the support of existing shareholders and want to welcome a new group of investors to the Flow family," said Nicholas Reichenbach, Founder and Executive Chairman of Flow.
"We are blown away by the overwhelming response led by institutional and retail investors in Canada and the U.S, who are excited by Flow's innovative business model and strong environmental, social, and governance ('ESG') value proposition. This capital raise will allow us to sustain our expansion in a rapidly developing industry. Flow is among the fastest-growing premium alkaline spring water and wellness beverage brands in North America. It is driven by our incredibly loyal customers and our incredible celebrity partners, including NBA superstar and Flow investor, Russell Westbrook. Flow is an industry leader in a larger movement for global sustainability and wellness," said Reichenbach.
"Going public will allow Flow to reach its potential as a leading force in the premium water and wellness beverage categories in North America," said Maurizio Patarnello, Flow's new Chief Executive Officer ("CEO").
"We'll continue to focus on the fundamentals, such as strengthening our production capabilities, deepening penetration into major conventional retailers across Canada and the U.S., investing in our talent, and promoting Flow with innovative marketing initiatives. I am passionate about Flow's high-quality and innovative products and I trust this passion will be shared by the public at large," concluded Mr. Patarnello.
The financing was completed in anticipation of the Transaction. The Transaction is subject to the entering into of the definitive agreement governing the Transaction, the receipt of all regulatory and stock exchange approvals, and the satisfaction of customary closing conditions.
Flow Water Inc. ("Flow Alkaline Spring Water™" or "Flow®") is a premium alkaline spring water company with a diversified line of wellness-oriented beverage products sold online and at retailers throughout North America. Flow's premium alkaline spring water is offered in original unflavored and a range of award-winning organic flavors, in sizes ranging from 330-ml to 1-liter, and in 6, 12, and 24 pack formats. Due to its unique artesian spring sources, Flow products contain naturally occurring electrolytes and essential minerals, and its original and flavored water products have an alkaline pH at the source. As part of its ongoing innovation into wellness beverages, Flow recently introduced new lines of collagen-infused waters with natural flavors, and vitamin-infused waters with certified organic flavors.
Founded in 2015 by serial, mission-driven entrepreneur Nicholas Reichenbach, Flow is highly dedicated to sustainability and is a B-Corp Certified company with a purpose to "bring wellness to the world through the positive power of water." Reichenbach founded Flow believing that its spring water products should be packaged in renewable plant-based Tetra Pak™ cartons using sustainable manufacturing operations.
Flow beverage products are available online at flowhydration.com, and are sold at over 25,000 retailers across the United States and Canada, including Whole Foods Market, Loblaws, Sobeys, Metro, Shoppers Drug Mart, Farm Boy, Sprouts Farmers Market, Safeway, Wegmans, Harris Teeter, Walmart, Sam's Club, Giant Eagle, Bristol Farms, Raley's, Vitamin Shoppe, and Duane Reade, among others.
This news release contains certain forward-looking statements that reflect the current views and/or expectations of management of RG One and Flow with respect to performance, business and future events, including but not limited to express or implied statements and assumptions regarding the intention of RG One and Flow to negotiate for or complete the Transaction. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which RG One and Flow operate. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. In particular, there is no guarantee that the parties will successfully negotiate and enter into the definitive agreement or complete the Transaction contemplated herein, or that RG One will obtain any required shareholder or regulatory approvals, including the listing of its shares upon completion of the Transaction on a stock exchange. Accordingly, readers should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. Neither of RG One nor Flow undertakes any obligation to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.
This press 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. Not for distribution to U.S. newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.
All information contained in this press release with respect to Flow, its business and financing was supplied by Flow for inclusion herein. RG One has not conducted due diligence on the information provided and does not assume any responsibility for the accuracy or completeness of such information.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
SOURCE Flow Water Inc.
For further information: For more information on Flow, please visit flowhydration.com, or contact in the US: ICR, Inc. - Investors: [email protected], and Media: [email protected]; and, in Canada: Natasha Koifman, [email protected], and Melissa Augimeri, [email protected]