Flow Beverage Corp. — Regulatory Filings 2021

Jul 8, 2021

Form 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of the Issuer

Flow Beverage Corp. (the “Issuer”) 155 Industrial Parkway South, Unit 7-10 Aurora, Ontario L4G 3G6

2. Date of Material Change

June 29, 2021

3. News Release

The news release describing the nature and substance of the material change was disseminated over Business Wire on June 30, 2021.

4. Summary of Material Change

The Issuer announced the completion of its previously announced three-corned amalgamation with the Issuer, RG One Subco Inc. and Flow Water Inc. (the “ Transaction ”) pursuant to the terms of the business combination agreement entered into on April 7, 2021 (the “ Agreement ”).

5. Full Description of Material Change

On June 30, 2021, the Issuer announced the completion of the previously announced Transaction involving RG One Subco Inc. (“ RG One Subco ”), a wholly-owned subsidiary of the Issuer and Flow Water Inc. (“ Flow ”).

Immediately prior to the closing of the Transaction, the Issuer: (a) consolidated its 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 ”); (b) changed its name to “Flow Beverage Corp.” (the “ Name Change ”); (c) reclassified its post-Consolidation common shares as subordinate voting shares (the “ Subordinate Voting Shares ”) and (d) created a new class of multiple voting shares (the “ Multiple Voting Shares ”). The Issuer applied for authorization to continue from the Province of Ontario into the Federal jurisdiction of Canada in accordance with the Canada Business Corporations Act , which became effective July 5, 2021.

Further to the terms of the Agreement, RG One Subco amalgamated with Flow (the “ Amalgamation ”). The Amalgamation was structured as a three-cornered amalgamation and as a result, the amalgamated corporation became a wholly-owned subsidiary of the Issuer. All Class A shares of Flow were exchanged on a one to one basis for Multiple Voting Shares of the Issuer and all Class B shares of Flow were exchanged on a one to one basis for Subordinate Voting Shares of the Issuer, after giving effect to the Consolidation and Name Change.

The Issuer also announced it received conditional approval to list its Subordinate Voting Shares on the Toronto Stock Exchange under the trading symbol “FLOW” and it is expected the Subordinate Voting Shares will begin trading on the Toronto Stock Exchange on or about July 14, 2021.

6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

7. Omitted Information

No significant facts have been omitted from this report.

8. Executive Officer

For further information, please contact Kevin Helfand, Senior Vice President of Legal of the Issuer, at 416-702-6746.

9. Date of Report

July 8, 2021