November 28, 2024 – Flow Capital Corp. (TSXV: FW) (“Flow Capital” or the “Company”) announces today its intention to commence a normal course issuer bid through the facilities of the TSX Venture Exchange (the “TSXV”) to repurchase, for cancellation, up to 2,289,547 common shares of the Company, representing approximately 10% of the Company’s "public float" (i.e., the common shares held by non-insiders) (the “NCIB”). The NCIB remains subject to the final approval of the TSXV.
The NCIB will commence on December 2, 2024, and will terminate upon the earliest of (i) the Company purchasing 2,289,547 common shares, (ii) the Company providing notice of termination of the NCIB, and (iii) December 1, 2025.
The Company believes that, from time to time, the market price of its common shares does not adequately reflect the Company’s underlying value and prospects. At such times, purchasing the Company’s common shares represents an appropriate use of its financial resources and is expected to enhance shareholder value.
The Company has engaged Ventum Financial Corp. to act as its broker for the NCIB (the “Broker”). The NCIB will be conducted through the facilities of the TSXV, and the purchase and payment for the common shares will be made from the Company’s existing working capital at the market price of the applicable securities at the time of acquisition, plus any brokerage fees charged by the Broker. All common shares purchased by the Company under the NCIB will be canceled.
In connection with the NCIB, the Company has entered into an automatic purchase plan (“APP”) with the Broker as the designated broker. The APP provides a set of standard instructions to the Broker to make purchases under the NCIB in accordance with the limits and other terms set out in the APP. The Broker will determine the timing of these purchases in its sole discretion, based on purchasing parameters set by the Company and subject to the policies of the TSXV, applicable securities laws, and the terms of the APP.
To the Company’s knowledge, none of the directors, senior officers, insiders, or their associates or affiliates, have any present intention to sell any securities to the Company during the course of the NCIB. The Company completed a normal course issuer bid on November 1, 2024, under which the Company purchased 1,579,000 common shares at an average price of $0.5149 per share, for an aggregate purchase price of $813,027.
A copy of the Form 5G – Notice of Intention to Make a Normal Course Issuer Bid, filed by the Company with the TSXV in respect of the NCIB, can be obtained from the Company upon request, free of charge.
About Flow Capital
Flow Capital Corp. is a publicly listed growth venture debt lender dedicated to supporting high-growth companies. Since its inception in 2018, the Company has provided financing to businesses in the U.S., the U.K., and Canada, helping them achieve accelerated growth without the dilutive impact of equity financing or the complexities of traditional bank loans. Flow Capital focuses on revenue-generating companies seeking $2 to $10 million in capital to drive their continued expansion.
For further information, please contact:
Michael Denny
Chief Financial Officer
michael@flowcap.com
Certain statements herein may be “forward-looking” statements that involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of Flow or the industry to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether such results will be achieved. A number of factors could cause actual results to vary significantly from the results discussed in the forward-looking statements. These forward-looking statements reflect current assumptions and expectations regarding future events and operating performance and are made as of the date hereof. Flow assumes no obligation, except as required by law, to update any forward-looking statements to reflect new events or circumstances.
