Exchange Bulletin

Flow Beverage Corp. (FLOW, FLOW.WT) To Trade On Toronto Stock Exchange

July 12, 2021

Issuer: Flow Beverage Corp. (the "Company")

Security:SymbolIssued and Outstanding SecuritiesReserved SecuritiesTrading Currency
Subordinate Voting Shares (the "Shares") FLOW 46,928,995 20,818,013 CDN$
Subordinate Voting Share Purchase Warrants ("Warrants") FLOW.WT 5,941,535 0 CDN$
Listing category: Industrial, Non-Exempt Issuer
Trading currency: CDN$
Listing and posted for trading date: July 14, 2021 (at the opening)
Other market(s): None.
Temporary market maker: Questrade Inc.
Security ownership registration: Non-certificated inventory system administered by CDS for the Common Shares and Warrants.
Investor relations: Matthew Hoar
SVP, Corporate Development
(613) 252-6208
Incorporation: Canada Business Corporations Act
Fiscal year end: October 31
Nature of business: The Company is a health and wellness focused beverage company. The Company launched its original, naturally alkaline, premium spring water in 2015. The Company markets its premium alkaline spring water in Canada and the United States in original unflavoured and a range of organic flavors.
Transfer agent and registrar: TSX Trust Company ("TSX Trust") at its principal office in Toronto for the Shares and Warrants.
Dividends: The Company does not anticipate paying cash dividends on the Shares in the foreseeable future.
Sponsorship: Stifel Nicolaus Canada Inc.

Principal Terms of the Warrants

Symbol: FLOW.WT
Exercise price: $10.00 per Share
Expiry: June 29, 2023 (at 5:00 p.m. (Toronto time))
Accelerated expiry provision: Pursuant to the terms of the original warrant indenture dated March 11, 2021 between Flow Water Inc. ("Flow Water"), RG One Inc. ("RG One") and TSX Trust, as warrant agent, amended by the supplemental warrant indenture dated May 14, 2021 (the "Warrant Indenture"), the Company may accelerate the expiry of the Warrants in the event the daily volume weighted average closing price of the Shares on the Toronto Stock Exchange ("TSX") exceeds $12.50 for at least 10 consecutive trading days, by giving not less than 30 days' written notice to the Warrantholders.
Additional information: Pursuant to a recently effected amalgamation ("Amalgamation") involving RG One, Flow Water, and RG One Subco Inc., Flow became a wholly-owned subsidiary of RG One and RG One changed its name to "Flow Beverage Corp."

Immediately prior to completion of the Amalgamation:
  1. The common shares of RG One were consolidated on the basis of one post-consolidated common share for every 404.84 common shares issued and outstanding immediately prior to the consolidation (the "RG One Consolidation"); and
  2. The (i) Flow Water Class A Subordinate Voting Shares (the "Flow SVS") were consolidated on the basis of one post-consolidated Flow SVS for every 5 Flow SVS issued and outstanding immediately prior to the consolidation; and (ii) Flow Water Class B Multiple Voting Shares (the "Flow MVS") were consolidated on the basis of one post-consolidated Flow Water MVS for every 5 Flow Water MVS issued and outstanding immediately prior to the consolidation (the "Flow Consolidation" and, together with the RG One Consolidation, the "Consolidations").
As a result of the Amalgamation each Flow Water SVS and Flow Water MVS were exchanged for one Share of the Company and one Multiple Voting Share of the Company respectively, on a post-Flow Consolidation basis.

On March 1 and 11, and May 14, 2021 Flow Water completed private placements of Subscription Receipts (the "Subscription Receipts") at $1.65 per Subscription Receipt (or $8.25 on a post-Flow Consolidation basis) for total gross proceeds of $98.9 million. Each Subscription Receipt was automatically exchanged upon completion of the Amalgamation, for no additional consideration, for one Flow Water Class B Share and one-half of a Flow Water Subordinate Voting Share Warrant (on a post-Flow Consolidation basis), which was immediately exchanged for one Share of the Company and one-half of a Warrant of the Company.
TSX contact: Chris Birkett,
Managing Director,
Toronto Stock Exchange.