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TORONTO, Canada, Oct. 06, 2022 (GLOBE NEWSWIRE) — Flow Capital Corp. (TSXV: FW) (“Flow Capital” or the “Company”) today announces its intention to launch a normal course issuer bid through the facilities of the TSX Venture Exchange (the “TSXV”). ) to repurchase for cancellation up to 2,598,100 common shares of the Company, representing approximately 10% of the “public float” of the Company, being the common shares of the Company held by non-insiders of the Company (the “OPRC”). The OPRCA remains subject to final approval by the TSXV.
The tender offer will begin on October 13, 2022 and will end on the earliest of the following dates: (i) purchase of 2,598,100 common shares by the company, (ii) notification of the termination of the tender offer by the company and (iii) October 12, 2023.
The Company believes that, from time to time, the market price of its common shares does not adequately reflect the underlying value and future prospects of the Company and that, at such times, the purchase of common stock of the Company represents an appropriate use of the Company’s financial resources and will increase shareholder value.
The Company has retained the services of Canaccord Genuity Corp. to act as a broker for the OPRCA (the “Broker”). The issuer bid will be made through the facilities of the TSXV and purchase and payment for common shares will be made from the Company’s existing working capital at the market price of the applicable securities at the time of the issue. acquisition, plus brokerage fees, if any, charged by the broker. All common shares purchased by the Company pursuant to the issuer bid will be cancelled.
In connection with the OPRCA, the Company has entered into an automatic purchase plan (“APP”) with the Broker as designated broker. The APP provides a set of standard instructions to the Broker to make purchases under the OPRA in accordance with the limits and other conditions set out in the APP. The Broker will determine the timing of such purchases in its sole discretion based on the purchase parameters established by the Company and subject to the policies of the TSXV, applicable securities laws and the terms of the APP.
To the knowledge of the Company, 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, currently intends to sell securities to the Company at NCIB course. The Company completed a normal course issuer bid on December 29, 2021, pursuant to which the Company purchased 915,000 common shares at an average price of $0.4280 per share, for a purchase price total of $391,652.
A copy of Form 5G – Notice of Intention to Make a Normal Course Issuer Bid filed by the Company with the TSXV in connection with the Issuer Bid may be obtained from the Company upon request free of charge. .
About the feed Capital
Flow Capital Corp. is a diversified alternative asset investor, specializing in providing low-dilutive capital to high-growth companies. To apply for financing, visit www.flowcap.com.
For more information, please contact:
Flux Capital Corp.
Alex BalutaGeneral Manager[email protected]
1 Adelaide Street East, Suite 3002,
Toronto, Ontario M5C 2V9
Forward-looking information and statements
This press release contains certain “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws. Such forward-looking information and forward-looking statements are not representative of historical facts or information or of the current condition, but rather represent only Flow Capital’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside Flow Capital’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “anticipates”, “expects” or “does not expect”, “is expected”, ” budget”, “planned”. “, “estimates”, “plans”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of these words and phrases or may contain statements that certain actions , events or results “may”, “could”, “would”, “could” or “will”, “will continue”, “will occur” or “will be achieved”. By identifying such information and statements in this manner, Flow Capital cautions the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed. or implied by such information and statements. The forward-looking information contained herein may include, but is not limited to, information regarding the proposed purchases, if any, by the Company under the public offering of redemption.
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 revenue; the Company’s ability to manage future growth; the limited diversification of the Company’s existing investments; the Company’s ability to negotiate additional royalty purchases or other forms of investment from new recipient companies; the Company’s dependence on the operations, assets and financial health of its investees; the Company’s limited ability to exercise control or direction over investees; potential defaults of beneficiary companies and the unsecured nature of certain Company investments; the Company’s ability to enforce any default by an issuing company; competition with other investment entities; tax matters, including the potential impact of the Foreign Account Tax Compliance Act on the society ; the potential impact of the Company’s classification as a passive foreign investment company; the Company’s ability to pay dividends in the future and the timing and amount of such dividends; reliance on key personnel; dilution of shareholder interest by future financings; and general economic and political conditions; as well as the risks discussed in the Company’s public documents. Although Flow Capital 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 not those anticipated, estimated or intended.
In connection with the forward-looking information and forward-looking statements contained in this press release, Flow Capital has made certain assumptions. Assumptions regarding the performance of the Canadian and U.S. economies over the next 24 months and how this will affect the Company’s business and its ability to identify and pursue new opportunities with new corporate issuers are important factors that the Company considered in establishing its strategic priorities and objectives, and its business prospects, including its ability to meet the payments required in connection with the transaction. Although Flow Capital 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 assurances or warranties can be assured 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, and Flow Capital does not undertake to update any forward-looking information and/or forward-looking statements contained or referred to herein. , except in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to Flow Capital or persons acting on its behalf are expressly qualified in their entirety by this notice.
Neither the 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.
Source: Flux Capital Corp.