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 2,440,774 common shares of
the Company, representing approximately 10% of the Company's
"public float", being the common shares of the Company held by
non-insiders of the Company (the "NCIB"). The NCIB remains subject
to the final approval of the TSXV.
The NCIB will commence on November 24, 2023 and
will terminate upon the earliest of (i) the Company purchasing
2,440,774 common shares, (ii) the Company providing notice of
termination of the NCIB, and (iii) November 23, 2024.
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 and that, at such
times, the purchase of the Company's common shares represents an
appropriate use of the Company’s financial resources and will
enhance shareholder value.
The Company has engaged Canaccord Genuity Corp.
to act as its broker for the NCIB (the "Broker"). The NCIB will be
made 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 brokerage fees, if any,
charged by the Broker. All common shares purchased by the Company
under the NCIB will be cancelled.
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 or insiders of the Company, or any
associate of such person, or any associate or affiliate of the
Company, has 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 October 12, 2023, under which the
Company purchased 1,946,500 common shares at an average price of
$0.5562 per share, for an aggregate purchase price of
$1,082,643.
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 without charge.
About Flow
Capital
Flow Capital Corp. is a diversified alternative
asset investor, specializing in providing minimally dilutive
capital to high-growth businesses. To apply for financing, visit
www.flowcap.com.
For further information, please contact:
Flow Capital Corp.
Michael DennyChief Financial
Officermichael@flowcap.com
1 Adelaide Street East, Suite 3002,
PO Box 171,
Toronto, Ontario M5C 2V9
Forward-Looking Information and
Statements
This press release contains certain
“forward-looking information” within the meaning of applicable
Canadian securities legislation and may also contain statements
that may constitute “forward-looking statements” within the meaning
of the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995.
Such forward-looking information and
forward-looking statements are not representative of historical
facts or information or current condition, but instead represent
only the Company’s beliefs regarding future events, plans or
objectives, many of which, by their nature, are inherently
uncertain and outside of the Company’s control. Generally, such
forward-looking information or forward-looking statements can be
identified by the use of forward-looking terminology such as
“plans”, “expects” or “does not expect”, “is expected”, “budget”,
“scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or
“does not anticipate”, or “believes”, or variations of such words
and phrases or may contain statements that certain actions, events
or results “may”, “could”, “would”, “might” or “will be taken”,
“will continue”, “will occur” or “will be achieved”. The
forward-looking information contained herein may include, but is
not limited to, information relating to the current or prospective
performance of one or more of the Company’s investments and the
book value per common share of the Company.
An investment in securities of the Company is
speculative and subject to a number of risks including, without
limitation, risks relating to: the need for additional financing;
the relative speculative and illiquid nature of an investment in
the Company; the volatility of the Company’s share price; the
Company’s ability to generate sufficient revenues; the Company’s
ability to manage future growth; the limited diversification in the
Company’s existing investments; the Company’s ability to negotiate
additional royalty purchases from new investee companies; the
Company’s dependence on the operations, assets and financial health
of its investee companies; the Company’s limited ability to
exercise control or direction over investee companies; potential
defaults by investee companies and the unsecured nature of the
Company’s investments; the Company’s ability to enforce on any
default by an investee company; competition with other investment
entities; tax matters, including the potential impact of the
Foreign Account Tax Compliance Act on the Company; the potential
impact of the Company being classified as a Passive Foreign
Investment Company; the Company’s ability to pay dividends in the
future and the timing and amount of those dividends; reliance on
key personnel, particularly the Company’s founders; dilution of
shareholders’ interest through future financings; and general
economic and political conditions; as well as the risks discussed
in the Company’s public filings. Although the Company has attempted
to identify important factors that could cause actual results to
differ materially from those contained in the forward-looking
information and forward-looking statements, there may be other
factors that cause results not to be as anticipated, estimated or
intended.
In connection with the forward-looking
information and forward-looking statements contained in this press
release, the Company has made certain assumptions. Assumptions
about the performance of the Canadian and U.S. economies over the
next 24 months and how that will affect the Company’s business and
its ability to identify and close new opportunities with new
investees are material factors that the Company considered when
setting its strategic priorities and objectives, and its outlook
for its business.
Key assumptions include, but are not limited to:
assumptions that the Canadian and U.S. economies relevant to the
Company’s investment focus will remain relatively stable over the
next 12 to 24 months; that interest rates will not increase
dramatically over the next 12 to 24 months; that the Company’s
existing investees will continue to make royalty payments to the
Company as and when required; that the businesses of the Company’s
investees will not experience material negative results; that the
Company will be able to successfully integrate and grow the
businesses of its predecessor companies; that the Company will
continue to grow its portfolio in a manner similar to what has
already been established; that tax rates and tax laws will not
change significantly in Canada and the U.S.; that more small to
medium private and public companies will continue to require access
to alternative sources of capital; that the Company will have the
ability to raise required equity and/or debt financing on
acceptable terms; and that the Company will have sufficient free
cash flow to pay dividends. The Company has also assumed that
access to the capital markets will remain relatively stable, that
the capital markets will perform with normal levels of volatility
and that the Canadian dollar will not have a high amount of
volatility relative to the U.S. dollar. In determining expectations
for economic growth, the Company primarily considers historical
economic data provided by the Canadian and U.S. governments and
their agencies. Although the Company believes that the assumptions
and factors used in preparing, and the expectations contained in,
the forward-looking information and statements are reasonable,
undue reliance should not be placed on such information and
statements, and no assurance or guarantee can be given that such
forward-looking information and statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such information and
statements.
The forward-looking information and
forward-looking statements contained in this press release are made
as of the date of this press release. All subsequent written and
oral forward- looking information and statements attributable to
the Company or persons acting on its behalf is expressly qualified
in its entirety by this notice.
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
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