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FLINT Announces Transformational Recapitalization
FluentFluent(US:FLNT) Globenewswireยท2025-08-08 00:44

Core Viewpoint - FLINT Corp. is initiating a recapitalization transaction aimed at significantly reducing debt and annual interest costs, simplifying its capital structure, and improving liquidity, ultimately positioning the company for future growth opportunities [1][5][10] Recapitalization Details - The recapitalization will be executed through a plan of arrangement under the Business Corporations Act (Alberta), involving the exchange of $135,335,053 in senior secured debentures for new common shares, which will represent approximately 90% of the total shares post-recapitalization [3][6] - Existing preferred shares will be extinguished, and holders will receive new common shares representing about 7.5% of the total shares post-recapitalization [3][6] - A share consolidation will occur at a ratio of one post-consolidation common share for every 40 pre-consolidation shares, resulting in existing common shareholders retaining approximately 2.5% of the total shares post-recapitalization [3][6] - Total debt will be reduced by approximately C$135,335,053, and annual cash interest expense will decrease by about C$10,826,804 [3][6] Stakeholder Support - Canso Investment Counsel Ltd., the largest shareholder and primary lender, has entered into a support agreement to vote in favor of the recapitalization [4][10] - Directors holding common and preferred shares have also agreed to vote in favor, representing approximately 6.9% of the issued common shares [4][12] Financial Advisory and Fairness Opinion - ATB Capital Markets has been engaged as a financial advisor, determining that the recapitalization is the most viable option for reducing debt and enabling growth [8] - Origin Merchant Partners has provided a fairness opinion to the Independent Committee, stating that the recapitalization is fair from a financial perspective for common and preferred shareholders [9][10] Required Approvals - The recapitalization requires approval from securityholders at separate meetings, with at least two-thirds of votes needed from each class of securityholders [13][15] - Regulatory approvals, including from the TSX and the Court of King's Bench of Alberta, are also necessary for the implementation of the recapitalization [15][14]