Flow Beverage Corp. (TSX:FLOW) and related entities
Follow- Proceeding
- Receivership (court-appointed)section 243(1) of the Bankruptcy and Insolvency Act and section 101 of the Courts of Justice Act
- File
- CV-25-00750817-00CL
Flow Beverage Corp. (TSX:FLOW) and related entities have been in court-appointed receivership under section 243 of the Bankruptcy and Insolvency Act since September 4, 2025. Unaudited interim financial statements as at April 30, 2025 showed consolidated assets of $68,864 thousand against liabilities of approximately $121.3 million, including $26.1 million of unsecured trade payables and $37.6 million of lease obligations, negative shareholders' equity of $52.4 million, and current liabilities exceeding current assets by approximately $65.2 million. Senior secured indebtedness as at September 15, 2025 totalled approximately $72,294,027, owed to NFS Leasing Canada Ltd. ($57,915,928) and RI Flow LLC ($13,712,928), the latter a related party through Cliff Rucker, who holds a 13.3% equity interest in the parent. The Receiver's report contemplates a transaction under a Subscription Agreement with a purchaser.
A claims procedure has been established — see the order for deadlines.
2446692 Ontario Ltd – Notice and statement of the Receiver — Notice of receiver (s. 245 / Form 87)
Flow Beverage Corp – Notice and Statement of the Receiver — Notice of receiver (s. 245 / Form 87)
Flow Beverages Inc – Notice and Statement of the Receiver — Notice of receiver (s. 245 / Form 87)
Flow Glow Beverages Inc – Notice and Statement of the Receiver — Notice of receiver (s. 245 / Form 87)
The court appointed Richter Inc. as receiver, on the application of RI FLOW LLC and NFS LEASING CANADA LTD.. Court file CV-25-00750817-00CL.
Source: Order (appointing Receiver)
Proof of Claim (only to be used for the Wage Earner Protection Program) — Proof of claim (blank form)
Debtor
Flow Beverage Corp. (TSX:FLOW) and related entities
Applicant
RI Flow,NFS Leasing Canada
Receiver
Richter
Bench
| Judge | Court | On this docket | Cases on record |
|---|---|---|---|
| Justice Osborne | Ontario Superior Court of Justice | 3 orders, Sep 2025 – Oct 2025 | 146 cases on record |
Counsel of record
| Party | Counsel | First seen | Source |
|---|---|---|---|
| ApplicantRI Flow,NFS Leasing Canada | Miller Thomson LLP | 3 Sep 2025 | Factum · 3 Sep 2025 |
| DebtorFlow Beverage Corp. (TSX:FLOW) and related entities | Stikeman Elliott LLP | 6 Oct 2025 | Service list · 6 Oct 2025 |
| CreditorBeatbox Beverages Canada, Inc | Thornton Grout Finnigan LLP | 6 Oct 2025 | Service list · 6 Oct 2025 |
| CreditorHighspring Talent Solutions Toronto Inc | Miller Thomson LLP | 6 Oct 2025 | Service list · 6 Oct 2025 |
| CreditorK&V Pallets Inc | Fogler, Rubinoff LLP | 6 Oct 2025 | Service list · 6 Oct 2025 |
| CreditorR.R | Charness, Charness & Charness LLP | 6 Oct 2025 | Service list · 6 Oct 2025 |
| CreditorTetra Pak Canada Inc | Osler, Hoskin & Harcourt LLP | 6 Oct 2025 | Service list · 6 Oct 2025 |
| Priority class | Creditor | Amount | Source |
|---|---|---|---|
| Secured | NFS Leasing Canada Ltd. (Senior Term Loan) · in 2 casesTerm Loan and Security Agreement dated December 30, 2022; general security interest over Borrower's personal property/assets; cross-guaranteed by Flow Beverages Inc., Flow Glow Beverages Inc., Flow Water Inc. and 2446692 Ontario Limited; Flow Beverage Corp. also pledged shares of Flow Water Inc. under a Securities Pledge Agreement dated December 30, 2022. — Balance at Oct 31, 2024 was $12,812,571 ($802,617 current + $12,009,954 non-current); by Jan 31, 2025 entire balance classified current. Loan Documents definitions also reference a separate 'Senior Credit Agreement'/'Senior Lender' distinct · as of 31 Jan 2025 | $12.4M | Application Record – (Volume 2 of 2) |
| Secured | NFS Leasing Canada Ltd. (Second IFA - Simmtech equipment financing lease) · in 2 casesas of November 1, 2024 (IFA conversion to financing lease) — 84-month financing lease; PPSA/title-retention security interest in alcohol production equipment purchased from Simmtech Process Engineering Ltd. — Amount financed at conversion, exclusive of tax; not confirmed as current outstanding balance in reviewed excerpt. — debtor: Flow Beverage Corp. | $5.6M | Application Record – (Volume 2 of 2) |
| Secured | NFS Leasing Canada Ltd. (Delayed Draw Term Loan) · in 2 casesTerm Loan and Security Agreement dated December 30, 2022 (same security package as Senior Term Loan). — 36-month term, 14.75% p.a.; $400,278 current / $4,038,711 non-current at Jan 31, 2025. — debtor: Flow Beverage Corp. · as of 31 Jan 2025 | $4.44M | Application Record – (Volume 2 of 2) |
| Secured | NFS Leasing Canada Ltd. (Second Amendment Term Loan) · in 2 casesTerm Loan and Security Agreement (same security package as Senior Term Loan). — 5-year term, 14% p.a.; continuation fee of $3,000,000 due Mar 1, 2025 if not prepaid by Feb 28, 2025. — debtor: Flow Beverage Corp. · as of 31 Jan 2025 | $4.38M | Application Record – (Volume 2 of 2) |
| Secured | Rucker Investment (Interim Financing Agreement)Related party: Cliff Rucker / Rucker Investments LLC - Rucker is the affiant of the underlying affidavit and a significant investor (see private placement to Rucker Investments LLC). Listed under the same footnote [d] grouping as NFS-secured facilities in the Note 11 borrowings table; specific security terms for this facility are not detailed in the reviewed excerpt. — debtor: Flow Beverage Corp. · as of 31 Oct 2024 | $4.18M | Application Record – (Volume 2 of 2) |
| Secured | NFS Leasing Canada Ltd. (First IFA - Tetra Pak equipment financing lease, Aurora facility) · in 2 casesas of November 7, 2023 (IFA conversion to financing lease) — 84-month financing lease under Master Equipment Lease dated Sept 22, 2023; PPSA/title-retention security interest in equipment (Master Lease Sections 1.2, 24.2). — Amount financed at conversion, exclusive of tax; facility limit under original IFA was up to $4,536,392; not confirmed as current outstanding balance in reviewed excerpt. — debtor: Flow Beverage Corp. | $3.18M | Application Record – (Volume 2 of 2) |
| Secured | RI Flow LLCSecured against the Company's assets. — CAD equivalent stated as $4,174,800. Loan matures six months from closing (~April 2025); interest 15% p.a. plus variable interest based on co-pack unit sales. — debtor: Flow Beverage Corp. · as of 31 Oct 2024 | $3M USD | Application Record – (Volume 2 of 2) |
| Secured | BeatBox BeveragesConvertible note secured against the assets of Flow. — Original principal USD $2,000,000 (CAD $2,802,443); due Oct 29, 2029; convertible into SVS at $1.00/share; 10% interest p.a. — debtor: Flow Beverage Corp. · as of 31 Jan 2025 | $2.65M | Application Record – (Volume 2 of 2) |
| Secured | NFS Leasing Canada Ltd. (Third Interim Financing Agreement - Aurora equipment) · in 2 casesEquipment financing; will convert to 84-month financing lease with PPSA/title-retention security interest in equipment upon delivery/acceptance. — Facility limit up to $2,192,106 exclusive of tax (registration ceiling, not a balance); amount advanced recorded within prepaid expenses and deposits. — debtor: Flow Beverage Corp. · as of 31 Jan 2025 | $1.96M | Application Record – (Volume 2 of 2) |
| Secured | Seawright Mineral Springs LimitedFirst lien on the 144-acre spring and land in Virginia. — Sum of current ($34,838) and non-current ($1,791,340) portions per Note 11 borrowings table. Amended Sept 2023: maturity extended to Oct 1, 2026, rate increased from 6.25% to 9.25%; original 2019 principal was USD $1,440,000 (CAD $1,913,184). — debtor: Flow Beverage Corp. · as of 31 Oct 2024 | $1.83M | Application Record – (Volume 2 of 2) |
| Secured | NFS Leasing Canada Ltd. (Bridge Short-Term Note) · in 2 casesas of December 31, 2024 amendment — Term Loan and Security Agreement (same security package as Senior Term Loan). — Originally $997,500 advanced Aug 30, 2024; amended Dec 31, 2024 to a principal balance of $1,573,247 (outstanding principal & interest at amendment date), repayable over 36 months at 18%; a separate $500,000 term loan amendment fee was previously accrued as a short-term payable. — debtor: Flow Beverage Corp. | $1.57M | Application Record – (Volume 2 of 2) |
| Secured | Tetra Pak Canada Inc. (Loan VI) · in 2 casesFirst priority security interest against the financed equipment. — DISCHARGED - promissory note fully repaid; matured March 1, 2024. Original 2021 advance was USD $211,047 (CAD $265,612). — debtor: Flow Beverage Corp. · as of 31 Oct 2024 | $0 | Application Record – (Volume 2 of 2) |
Approval pending — Subscription Agreement amended; motion to approve transaction and Reverse Vesting Order scheduledSupplement to the First Report of Richter Inc. · 1 Oct 2025
| Purchaser | Price | Status | Source |
|---|---|---|---|
| RI WaterCo ULCthe New Shares · share subscription · ResidualCo: 1001370038 Ontario Inc. · agreement 15 Sep 2025 | Credit bidpurchase price satisfied by deemed repayment of Senior Secured Indebtedness and Receiver's borrowing certificate indebtedness | Closed7 Oct 2025 | Receivers Certificate |
As at 30 Apr 2025 · per unaudited condensed consolidated interim financial statements (book value); referred to in the First Report as the 'Latest Financials' · consolidated - Flow Beverage Corp. and its subsidiaries (the Debtors) — Total assets equal 'Total Liabilities and Shareholders' Equity' per the balance sheet (68,864, stated in thousands). Total liabilities of $121,250 (thousands) described in the Report as 'approximately $121.3 million', including unsecured trade payables of $26.1 million and lease obligations of $37.6 million. Shareholders' equity is negative $52,387 (thousands) (~$52.4 million). Current liabilities exceed current assets by approximately $65.2 million (book value).
| Date | Document | File |
|---|---|---|
Receivers Certificate
| ||
Service List- updated October 6, 2025
| ||
Ancillary Order
| ||
Endorsement
| ||
Reverse Vesting Order
| ||
| Factum of the Receiver | ||
Supplement to the First Report of Richter Inc.
| ||
| Notice – Letter to Creditors of Flow water Inc. | ||
| Motion Record of the Receiver | ||
First Report of Richter Inc.
| ||
| Flow Beverage Corp. FFCTO Order | ||
| 2446692 Ontario Ltd – Notice and statement of the Receiver | ||
| Flow Beverage Corp – Notice and Statement of the Receiver | ||
| Flow Beverages Inc – Notice and Statement of the Receiver | ||
| Flow Glow Beverages Inc – Notice and Statement of the Receiver | ||
| Flow Water Inc. – Notice and Statement of the Receiver | ||
| Flow Letter To Employees | ||
| Letter to employees | ||
| Letter to customers | ||
| Letter to suppliers | ||
Order (appointing Receiver)
| ||
| Proof of Claim (only to be used for the Wage Earner Protection Program) | ||
Factum of the Applicants
| ||
Application Record – (Volume 1 of 2)
| ||
Application Record – (Volume 2 of 2)
| ||
Filing titles, dates, and extracted key facts are public.
CiteProceedings., “Flow Beverage Corp. (TSX:FLOW) and related entities” (Receivership (court-appointed)), Ontario Superior Court of Justice. Retrieved 20 September 2026, https://proceedings.ca/case/flow-beverage-corp-tsx-flow-and-related-entities