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Flow Capital Corp. — Capital/Financing Update 2024
Aug 26, 2024
43989_rns_2024-08-26_96f8ae76-e02c-4fea-a1cc-9a2f402d902b.pdf
Capital/Financing Update
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FORM 51-102F3
MATERIAL CHANGE REPORT
1. Name and Address of Company
Flow Capital Corp. (" Flow Capital " or the " Company ") 47 Colborne Street, Suite 303 Toronto, Ontario M5E 1P8
2. Date of Material Change
August 23, 2024
3. News Release
The news release was disseminated on August 26, 2024 via Globe Newswire and subsequently filed on SEDAR+.
4. Summary of Material Change
On August 26, 2024, Flow Capital announced that it had entered into a loan agreement (the " Loan Agreement ") with TBK Bank, SSB, for a revolving committed credit facility in the principal amount of up to USD$15,000,000 (the " Credit Facility ").
5. Full Description of Material Change
5.1 Full Description of Material Change
The Credit Facility has a term of 36 months, with monthly interest payments to be made on the outstanding balance of the Credit Facility, calculated monthly in arrears, based on SOFR plus a commercially reasonable credit spread. The Credit Facility is secured against all present and after-acquired property of the Company. The Loan Agreement contains standard financial and negative covenants typical for a revolving credit facility.
In consideration of the amounts made available to the Company under the Loan, the Company will pay a finder’s fee commission to TerraNova Capital Equities, Inc.
The Company intends to use the proceeds of the Credit Facility to finance additional investments and for general operating and corporate purposes.
See the Company's news release dated August 26, 2024 for further details.
5.2 Disclosure for Restructuring Transactions
Not applicable.
6. Reliance on Subsection 7.1(2) of National Instrument 51-102
Not applicable.
7. Omitted Information
Not applicable.
8. Executive Officer
The name and business telephone number of an executive officer of Flow Capital who is knowledgeable about the material change and this material change report is:
Alex Baluta Chief Executive Officer
Phone: 416-777-0383
9. Date of Report
August 26, 2024