Original News Release
Flint completes recapitalization deal
Mr. Barry Card reports
FLINT ANNOUNCES COMPLETION OF RECAPITALIZATION
Flint Corp. has completed its recapitalization transaction, as described in the company's management information circular dated Aug. 20, 2025. The recapitalization was implemented pursuant to a court-approved plan of arrangement under the Business Corporations Act (Alberta).
Pursuant to the recapitalization, the common shares in the capital of the company were consolidated at a ratio of one postconsolidation common share for every 40 preconsolidation common shares. Immediately following the consolidation: (i) all of the senior secured notes of the company in the aggregate principal amount of approximately $135,335,053, together with all interest accrued from and after June 30, 2025, were exchanged for approximately 99,001,116 newly issued common shares; (ii) all accrued but unpaid dividends in respect of the company's preferred shares were extinguished, and the preferred shares were subsequently exchanged for approximately 8,250,093 newly issued common shares. The postrecapitalization common shares will begin trading on the Toronto Stock Exchange on a consolidated basis two or three business days following closing and TSX acceptance of documents, and will continue to trade under the symbol FLNT. A new Cusip and ISIN have been assigned to the common shares following the consolidation. No action is required by beneficial holders to receive postconsolidation common shares in connection with the consolidation. Beneficial holders who hold their common shares through intermediaries (for example, a broker, bank, investment dealer or other financial institution) and who have questions regarding how the consolidation will be processed should contact their intermediaries with respect to the consolidation. Registered holders of common shares will not need to complete and sign a letter of transmittal. A direct registration advice representing their postconsolidation common shares will automatically be issued to such registered shareholders by the company's transfer agent.
The recapitalization was approved by the holders of the company's common shares, preferred shares and senior secured notes at respective securityholder meetings held on Sept. 23, 2025, following which the Alberta Court of King's Bench granted its final approval in connection with the recapitalization. The recapitalization is the result of a comprehensive process initiated by Flint to optimize its capital structure and substantially reduce its debt profile and annual interest costs.
Flint implemented the recapitalization with the support of its largest shareholder and primary lender, Canso Investment Counsel Ltd., in its capacity as portfolio manager for and on behalf of certain accounts that it manages, which exercised control or direction over approximately 97 per cent of the senior secured notes and 99 per cent of the outstanding preferred shares. As a result of the recapitalization, Canso is expected to exercise control or direction over approximately 107,698,408 common shares on a postconsolidation basis, representing approximately 97.8 per cent of the outstanding common shares, including the 10 per cent directed or controlled by Canso prior to the recapitalization. In connection with the recapitalization, Flint entered into a registration rights agreement with Canso pursuant to which it has agreed to grant Canso certain registration rights in respect of future sales of common shares for so long as it beneficially controls at least 10 per cent of the common shares.
Concurrent with the closing of the recapitalization, Flint extended the maturity dates of its: (a) asset-based revolving credit facility with Toronto-Dominion Bank that provides for maximum borrowings of up to $50-million to April 14, 2030 (previously April 14, 2027); and (b) term loan facility with Canso Investment Counsel Ltd., in its capacity as portfolio manager for and on behalf of certain accounts that it manages, that provides for maximum borrowings of up to $40.5-million to the earlier of: (i) the date that is 180 days following the maturity of the ABL facility; and (ii) Oct. 14, 2030 (previously Oct. 14, 2027).
Barry Card, chief executive officer of Flint, commented: "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."
About Flint Corp.
With a legacy of excellence and experience stretching back more than 100 years, Flint provides solutions for the energy and industrial markets including: oil and gas (upstream, mid-stream and downstream), petrochemical, mining, power, agriculture, forestry, infrastructure, and water treatment. With offices strategically located across Canada and a dedicated work force, the company provides maintenance, turnaround, construction, wear technology and environmental services that help its clients bring their resources to the world.
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