Flint completes recapitalization deal

Executive Summary

• Flint Corp. has completed a court-approved recapitalization under the Business Corporations Act (Alberta), fundamentally restructuring its capital and debt profile.
• The transaction involved a 1-for-40 share consolidation, the exchange of approximately $135.3 million in senior secured notes and preferred shares for newly issued common shares, and the extension of maturity dates on key credit facilities.
• Canso Investment Counsel Ltd. is expected to control approximately 97.8% of the outstanding common shares post-recapitalization and has entered into a registration rights agreement with Flint.

Key Details

• Share Consolidation: Common shares were consolidated at a ratio of 1 post-consolidation share for every 40 pre-consolidation shares.
• Debt Exchange: Senior secured notes with an aggregate principal amount of approximately $135,335,053 (plus accrued interest from June 30, 2025) were exchanged for approximately 99,001,116 newly issued common shares.
• Preferred Share Exchange: All accrued but unpaid dividends on preferred shares were extinguished, and the preferred shares were exchanged for approximately 8,250,093 newly issued common shares.
• Trading Information: Post-recapitalization common shares will trade on the Toronto Stock Exchange under the symbol FLNT, two or three business days following closing and TSX acceptance. New CUSIP and ISIN numbers have been assigned.
• Shareholder Control: Canso Investment Counsel Ltd. exercised control over ~97% of senior secured notes and ~99% of preferred shares. Post-recapitalization, Canso is expected to control approximately 107,698,408 common shares, representing ~97.8% of the outstanding common shares.
• Registration Rights: Flint entered into a registration rights agreement with Canso, granting registration rights for future sales of common shares as long as Canso beneficially controls at least 10% of the common shares.
• Credit Facility Extensions:
  • Asset-Based Revolving Credit Facility (Toronto-Dominion Bank): Maturity extended from April 14, 2027, to April 14, 2030. Maximum borrowings remain up to $50 million.
  • Term Loan Facility (Canso Investment Counsel Ltd.): Maturity extended from October 14, 2027, to the earlier of 180 days following the ABL facility maturity or October 14, 2030. Maximum borrowings remain up to $40.5 million.
• Approval Process: The recapitalization was approved by holders of common shares, preferred shares, and senior secured notes at meetings held on September 23, 2025, followed by final approval from the Alberta Court of King's Bench.

Notable Quotes

• Barry Card, Chief Executive Officer: "The successful completion of our recapitalization marks a pivotal step in strengthening Flint's financial foundation. We are now well positioned to pursue strategic growth opportunities, expand further into new geographies and end markets, and deliver long-term value to our shareholders. We sincerely thank our investors and stakeholders for their continued trust and support."