Mr. Nicholas Reichenbach reports

FLOW BEVERAGE CORP. AMENDS UNSECURED DEBENTURES AND SEAWRIGHT LOAN

Flow Beverage Corp. has amended the term of its amended and restated unsecured debentures issued Feb. 28, 2022, with a par value of $9,476,000 and maturing Feb. 29, 2024. The debenture amendments remain subject to approval by the Toronto Stock Exchange. The debenture amendments include:

• An extension of the maturity date to Feb. 1, 2026;
• An increase of the interest rate to 14 per cent per annum from 12 per cent per annum previously;
• Cancelling the 8,536,942 Series C warrants previously issued to the holders of debentures;
• Issuing a fixed number of Series D warrants for every $1,000 principal amount of debentures at an exercise price of 50 cents such that the number of Series D warrants issued equals 20-per-cent warrant coverage. Each Series D warrant will expire Feb. 1, 2026.

"Our debentureholders see the long-term opportunity at Flow, and we are delighted to have their support. The debenture amendments help improve our near-term liquidity position and free up working capital to invest in the profitable growth of the Flow brand as we continue to execute the final stages of our operational transformation initiatives," said Nicholas Reichenbach, Flow Beverage's founder and chief executive officer.

Separately, the company also announced today that it has amended the terms of the deed of trust note dated April 3, 2019, between Seawright Mineral Springs LLC and Flow Beverages Inc., the company's U.S. indirect wholly owned subsidiary. The Seawright loan amendments include:

• An extension of the maturity date under the deed from Oct. 1, 2023, to Oct. 1, 2026;
• An increase to the interest rate under the deed from 6.25 per cent per annum to 9.25 per cent per annum.

As part of the Seawright loan amendments, the company will issue 180,187 subordinate voting share purchase warrants, with each warrant providing Seawright with the option or right to purchase one SVS at an exercise price of 50 cents until Sept. 30, 2028.

The Series D warrants, the warrants and the warrant SVS issuable on exercise of the Series D warrants and warrants will be issued on a private placement basis and subject to resale restrictions ending four months and one day from issuance of the warrants under applicable securities laws. The offering remains subject to approval by the TSX.

About Flow Beverage Corp.

Flow Beverage is one of the fastest-growing premium water companies in North America. Founded in 2014, Flow Beverage's mission since day one has been to reduce environmental impacts by providing sustainably sourced naturally alkaline spring water in a recyclable and up-to-75-per-cent-renewable, plant-based pack. Today, the brand is B-Corp certified with a best-in-class score of 126.5, offering a diversified line of health-and-wellness-oriented beverage products: original naturally alkaline spring water, award-winning organic flavours, and collagen-infused and vitamin-infused flavours in sizes ranging from 330 millimetres to one litre. All products contain naturally occurring electrolytes and essential minerals, and support Flow Beverage's overarching purpose to bring wellness to the world through the positive power of water. Flow Beverage products are available on-line and are sold at over 54,000 stores across North America.

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