Cizzle Brands Corporation Announces Closing of Transformative Transaction with the Acquisition of Flow Water Inc.'s Co-Manufacturing Business

Executive Summary

• Cizzle Brands Corp. completed the acquisition of all issued and outstanding shares of Flow Water Inc. for an aggregate purchase price of approximately CAD $83.75 million.
• The transaction is financed through a senior secured credit facility (US $40 M + up‑to US $10 M drawdown), a vendor take‑back loan of CAD $22.25 M, and two private placements raising CAD $4.725 M (units) and CAD $7.5 M (convertible notes).
• Pro forma, the acquired manufacturing business is expected to contribute $21.5 M of revenue in H2 FY‑2026 and $46.5 M in FY‑2027, lifting combined pro forma revenue to ~$41 M in FY‑2026 and ~$75 M in FY‑2027.

Key Details

• Purchase Price: ~CAD $83.75 million (subject to customary post‑closing adjustments).
• Financing Package:
• Senior secured credit facility from Orion Infrastructure Capital (“OIC”) – US $40 M principal, optional additional drawdown up to US $10 M; 5‑year term, 12% interest. OIC also received 7.5 million warrants at $0.40 per share.
• Vendor Take‑Back (VTB) loan from RI Flow Sub LLC – CAD $22.25 M principal, 1‑year secured promissory note, 12% interest, prepaid without penalty.
• Private Placement #1 – Units offering of CAD $4.725 M at $0.40 per Unit (each Unit = 1 common share + ½ warrant). Warrants exercisable at $0.60 for 24 months; acceleration provisions apply.
• Private Placement #2 – Convertible notes of CAD $7.5 M, 7.2% interest, convertible at $0.50 per share, 3‑year maturity.
• Use of Proceeds: Funding the acquisition, covering transaction‑related fees (including finders’ fees of 500,000 common shares and 71,250 Units), and providing incremental working capital for combined operations.
• Post‑Closing Structure: Flow Water Inc. renamed Cizzle Brands Manufacturing Inc.; its Aurora, Ontario facility rebranded as the CWENCH Hydration Factory. Brand‑related consumer packaged goods assets were transferred to a vendor‑owned entity prior to closing.
• Revenue Impact (Pro Forma):
• FY‑2026: Combined revenue ≈ CAD $41 M (Manufacturing contribution $21.5 M in H2).
• FY‑2027: Combined revenue ≈ CAD $75 M (Manufacturing contribution $46.5 M).
• Strategic Rationale: Immediate accretion, acceleration to EBITDA‑positive and cash‑flow positive status, secured in‑house manufacturing capacity reducing COGS, and creation of procurement, logistics, and operational synergies.
• Management Quote: “This transaction is a pivotal moment… adds a substantial and profitable manufacturing platform that immediately increases revenue, improves margins, and materially accelerates our path to sustainable cash flow.” – John Celenza, Founder & CEO.
• Advisors: Legal – Bennett Jones LLP (Cizzle), Miller Thomson LLP (Vendor); Financial – Stifel Nicolaus Canada Inc.; Credit Facility legal counsel – Greenberg Traurig, LLP (U.S.) and Stikeman Elliott LLP (Canada).

Notable Quotes

“To say that this transaction is a pivotal moment in Cizzle’s history would be an understatement,” said John Celenza, Founder and Chief Executive Officer of Cizzle Brands Corporation.

All amounts are presented in Canadian dollars unless otherwise noted.