NFS LEASING CANADA LTD. PROVIDES UPDATE ABOUT HOLDINGS OF FLOW BEVERAGE CORP.

This press release is issued pursuant to Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

TORONTO, Jan. 24, 2024 /CNW/ - This release is being made by NFS Leasing Canada Ltd. (the "Acquiror") to report information concerning holdings of the Acquiror, NFS Leasing, Inc. ("NFS") and Clifford L. Rucker. in Flow Beverage Corp. (the "Issuer"). The Aquiror is a wholly owned subsidiary of NFS, which is, by way of majority beneficial ownership in the securities of NFS, controlled by Clifford L. Rucker

On November 15, 2023, the Acquiror was issued warrants (the "Warrants") to acquire 2,060,000 subordinate voting shares (the "SVS") of the Issuer (the "Issuance"), and, as a result, the Acquiror owns, and Clifford L. Rucker and NFS beneficially own, or have control or direction over, securities convertible into 10% or more of the issued and outstanding SVS. The Issuance was made in connection with a third advance of funds under a certain term loan facility (the "Loan Facility") provided by the Acquiror to the Issuer, which closed December 30, 2022..

The Acquiror's Holdings of the Issuer

Prior to the Issuance, the Acquiror held Warrants to acquire 4,066,880 SVS at a price of $0.50 per SVS, representing 7.41% of the outstanding SVS on a partially diluted basis, based on 50,836,973 SVS outstanding as of November 15, 2023. On November 15, 2023, the Acquiror acquired Warrants to acquire 2,060,000 SVS at a price of $0.40 per SVS, representing 3.89% of the outstanding SVS on a partially diluted basis, based on 50,836,973 SVS outstanding as of November 15, 2023. After giving effect to the Issuance, the Acquiror owns, and Clifford L. Rucker and NFS beneficially own, or have control or direction over, Warrants convertible into approximately 10.76% of the issued and outstanding SVS on a partially diluted basis (based on 50,836,973 SVS outstanding as of November 15, 2023) which is an increase of 3.35% in the securityholding percentage of the Acquiror.

Other Information

The Warrants were acquired for investment purposes. Subject to various factors including, without limitation, the Issuer's financial position, the price of SVS, market conditions, Clifford L. Rucker's determinations from time to time as to whether the trading price of the SVS adequately reflects the value of the SVS in relation to the Issuer's activities and future prospects, and other factors and conditions Clifford L. Rucker deems appropriate, the Acquiror (or an affiliate or associate thereof) may acquire additional SVS or may dispose of any or all of its Warrants, from time to time through, among other things, the exercise of the Warrants and the purchase or sale of SVS on the open market or in private transactions or otherwise, on such terms and at such times as Clifford L. Rucker may deem advisable.

The Issuer head office is located at 155 Industrial Parkway South, Unit 7-10, Aurora, Ontario L4G 3G6, the Acquiror is located at 40 Temperance Street, Suite 3000, Bay Adelaide Centre – North Tower, Toronto ON M5H 0B4, and NFS and Mr. Rucker are located at 900 Cummings Center, Suite 226-U, Beverly, MA 01915.

A copy of the report filed under applicable Canadian securities laws by the Acquiror in connection with the transactions referred to in this press release may be obtained from the Acquiror via email: [email protected] or telephone [phone], or on the SEDAR profile of the Issuer at: www.sedarplus.ca.

SOURCE NFS Leasing Canada Ltd.