TORONTO, May 27, 2020 (GLOBE NEWSWIRE) -- Flow Capital Corp. (TSXV: FW) (“Flow Capital” or the "Company") announces the results of its 2020 Annual and Special Meeting (“AGM”) of shareholders held on Tuesday, May 26, 2020 in Toronto, Canada.
Shareholders approved all the resolutions detailed in the management information circular of the Company dated April 20, 2020 (the “Circular”), namely:
- Electing all the nominees to the Board of Directors of the Company;
- Re-appointing Goodman and Associates LLP as auditor of the Company for the ensuing year and authorizing the directors to determine the auditor’s compensation;
- Approving the Company’s stock option plan for the ensuing year;
- Approving a special resolution authorizing an amendment to the Corporation's articles to create a new class of "blank check" preferred shares;
- Approving a special resolution authorizing a share alteration by way of a consolidation of all of the issued and outstanding common shares of the Company on the basis of a consolidation ratio of up to 25,000:1, and a subsequent split of the consolidated common shares on a ratio of up to 12,500:1, with the final ratios for the proposed consolidation and subdivision to be determined by the board of directors of the Company in its sole discretion.
A total of 27,093,647 common shares of the Company were voted at the AGM, representing approximately 35.58% of the issued and outstanding common shares of the Company, with the following results:
| RESOLUTION | VOTES FOR |
VOTES AGAINST |
VOTES WITHHELD |
|||
| Elect Vernon Lobo as Director | 98.98 | % | 0.00 | % | 1.02 | % |
| Elect Michael Zych as Director | 98.99 | % | 0.00 | % | 1.01 | % |
| Elect Catherine McLeod-Seltzer as Director | 98.97 | % | 0.00 | % | 1.03 | % |
| Elect Gordon McMillan as Director | 98.99 | % | 0.00 | % | 1.01 | % |
| Elect Alan Torrie as Director | 98.99 | % | 0.00 | % | 1.01 | % |
| Appointment of Auditors | 98.98 | % | 0.00 | % | 1.02 | % |
| Stock Option Plan | 96.48 | % | 3.52 | % | 0.00 | % |
| Preferred Share Authorization | 92.40 | % | 7.60 | % | 0.00 | % |
| Share Alteration | 93.38 | % | 6.62 | % | 0.00 | % |
Following the AGM, the board of directors of the Company approved share consolidation and split ratios of 25,000:1 and 12,500:1, respectively, with the effective date of the share consolidation and split, and the resulting new CUSIP/ISIN numbers for the post-consolidation/split shares, to be announced at a later date. Completion of the share consolidation and split remains subject to all required approvals, including the approval of the TSX Venture Exchange.
The Consolidation Effective Date of the above Share Alteration will be announced by the Company at a future date.
About Flow Capital
Flow Capital Corp. is a diversified alternative asset investor and advisor, specializing in providing minimally dilutive capital to emerging growth businesses. To apply for financing, visit www.flowcap.com.
For further information, please contact:
Flow Capital Corp.
Alex Baluta
Chief Executive Officer
alex@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 with respect to the completion of the proposed consolidation and subsequent split of the common shares 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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