Mr. Alex Baluta reports

FLOW CAPITAL ANNOUNCES NON-CONVERTIBLE DEBENTURE TRANSACTION

Flow Capital Corp. has entered into a loan transaction with certain third party lenders pursuant to which the lenders will advance the aggregate amount of $17.9-million to the company. The loans will be evidenced by unsecured, non-convertible debentures issued by the company to the lenders pursuant to the terms of a debenture indenture entered into between the company and Olympia Trust Company, as debenture trustee.

The debentures will be issued in multiple series bearing interest at varying floating rates, with a minimum rate of 7 per cent and a maximum rate of 12.5 per cent based on the applicable series of debentures, and will mature on Aug. 1, 2043, subject to earlier redemption or retraction in certain circumstances. The debentures are unsecured, non-convertible, non-voting and carry no right to participate in the earnings of the company. No portion of the principal or interest outstanding under the debentures may be repaid in securities of the company.

The net proceeds of the Loans will be used by the company to repay existing indebtedness, fund investments and for general corporate purposes.

"We are excited about the introduction of the new redeemable debenture structure. By providing investors with a floating rate of interest, redeemability and seniority to almost $40-million in equity, we expect we can use it to raise additional capital over time. The net new funds will be invested into high-growth companies in the form of senior secured loans, with warrant upside. Given our five-year track record of over 30-per-cent IRR on our investments, we expect the deployment of funds into new investments will help us to continue to increase shareholder value," said Alex Baluta, chief executive officer of Flow Capital.

Certain officers and directors of the company participated in the transaction and, as such, the transaction may constitute a related party transaction under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, but is otherwise exempt from the formal valuation and minority approval requirements of MI 61-101 by virtue of sections 5.5(b) and 5.7(1)(f) of MI 61-101. No special committee was established in connection with the transaction or the participation of the applicable officers and directors in the transaction, and no materially contrary view or abstention was expressed or made by any director of the company in relation thereto. Further details will be included in a material change report that will be filed by the company in connection with the completion of the transaction. The company did not file the material change report more than 21 days before the expected closing date of the transaction as the details of the transaction and the total amount to be advanced by the applicable officers and directors were not settled until shortly prior to the closing of the transaction, and the company wished to complete the transaction on an expedited basis for sound business reasons.

About Flow Capital Corp.

Flow Capital is a diversified alternative asset investor and adviser, specializing in providing minimally dilutive capital to emerging growth businesses.

We seek Safe Harbor.