Flow Beverage Corp. — Regulatory Filings 2021

Jul 8, 2021

NOTICE OF CHANGE IN CORPORATE STRUCTURE Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations

Flow Beverage Corp. (formerly RG One Corp.)

Item 1 Name of the Parties to the Transaction Flow Beverage Corp. (formerly RG One Corp.) (the “ Issuer ”), RG One Subco Inc., a wholly-owned subsidiary of the Issuer, and Flow Water Inc. (“ Flow ”).

Item 2 Description of the Transaction

Name Change, Consolidation, Share Amendments and Continuance

Pursuant to a special resolution passed by the shareholders of the Issuer on May 7, 2021, the shareholders approved: (i) a change in the Issuer’s name to “Flow Beverage Corp.” (the “ Name Change ”); (ii) a consolidation of the Issuer’s common shares on the basis of 404.84 pre-consolidation common shares for each one (1) post-consolidation common share of the Issuer (the “ Consolidation ”); (iii) the amendment of the articles of the Issuer to create a new class of multiple voting shares of the Issuer and amend the rights and restrictions of the Issuer’s common shares and to re-designate the common shares as subordinate voting shares of the Issuer (the “ Share Amendments ”); and (iv) the continuance of the Issuer from the Province of Ontario into the Federal jurisdiction of Canada in accordance with the Canada Business Corporations Act (the “ Continuance ”). The Name Change, Consolidation and Share Amendments were effected prior to the Amalgamation (as defined below) by filing Articles of Amendment, effective June 29, 2021. The Issuer applied for authorization to continue to another jurisdiction and the Continuance became effective July 5, 2021.

Amalgamation

On June 29, 2021, RG One Subco Inc., a wholly-owned subsidiary of the Issuer, amalgamated with Flow (the “ Amalgamation ”). The Amalgamation was structured as a three-cornered amalgamation and as a result the amalgamated corporation became a whollyowned subsidiary of the Issuer.

Item 3 Effective Date of Transaction

		June 29, 2021 (Issuer filed Articles of Amendment to effect the Name Change,
		Consolidation and Share Amendments), June 29, 2021 (closing of the Amalgamation) and
		July 5, 2021 (Issuer received authorization of Continuance).
Item	4	Names of Each Party, if any, that Ceased to be a Issuer Subsequent to the
		Transaction and of each Continuing Entity
		Not applicable.
Item	5	Date of the Issuer’s First Financial Year-End Subsequent to the Transaction
		October 31, 2021.

Item 6 Periods, including comparative periods, if any, of the Interim and Annual Financial Statements Required to be Filed for the Issuer’s First Financial Year Subsequent to the Transaction

Unaudited quarterly financial statements for the Issuer for the three and nine month period ended July 31, 2021 will be compared to Flow’s three and nine month period ended July 31, 2020.

Audited annual consolidated financial statements for the Issuer for the year ended October 31, 2021 will be compared to Flow’s annual financial statements for the year ended October 31, 2020.

Unaudited quarterly financial statements for the Issuer for the three month period ended January 31, 2022 will be compared to Flow’s three month period ended January 31, 2021.

Unaudited quarterly financial statements for the Issuer for the three and six month period ended April 30, 2022 will be compared to Flow’s three and six month period ended April 30, 2021.

Unaudited quarterly financial statements for the Issuer for the three and nine month period ended July 31, 2022 will be compared to Flow’s three and nine month period ended July 31, 2021.

Item 7 Documents filed under NI 51-102 that described the Transaction

The following documents have been filed on the Issuer’s SEDAR profile:

• Press releases dated December 21, 2020, January 26, 2021, April 30, 2021 and June 30, 2021

• Material change reports dated March 19, 2021, April 30, 2021 and July 8, 2021

• Issuer’s management information circular dated April 8, 2021 in connection with the annual and special meeting of shareholders of the Issuer held on May 7, 2021

• Annual information form dated June 28, 2021

• Business Combination Agreement dated April 7, 2021

Dated: July 8, 2021

FLOW BEVERAGE CORP.

Per: (signed) “ Maurizio Patarnello ” Maurizio Patarnello Chief Executive Officer