FRNT Financial Inc. Closes $2M Private Placement
/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
TORONTO, Aug. 5, 2025 /CNW/ - FRNT Financial Inc. (TSXV: FRNT) (OTCQB: FRFLF) (FSE: XZ3) (the "Company" or "FRNT") today announces the closing of its previously announced non-brokered private placement offering (the "Offering") for aggregate gross proceeds of $2 million on August 1, 2025.
Under the terms of the Offering, the Company issued 5,000,000 common shares in the capital of the Company ("Common Shares"), at a price of $0.40 per Common Share, for aggregate gross proceeds of approximately $2 million.
The Company intends to use the net proceeds from the LIFE Offering to invest in BTC treasury, additional marketing initiatives, and for working capital and general corporate purposes, as more specifically described in the Offering Document.
"We look forward to adding spot BTC to our balance sheet to further demonstrate to our growing client base of crypto treasury companies the many ways to optimize their digital asset holdings and earn yield over-time," said Stéphane Ouellette, Chief Executive Officer of the Company, "we're further excited to market FRNT as the target client base for our institutional services are growing at an unprecedented rate."
The Company paid certain cash finders fees and issued 81,410 finder's warrants (the "Finder's Warrants") to eligible finders in respect of subscriptions for Common Shares referred by such finders. Each Finder's Warrant entitles the holder thereof to acquire one Common Share at a price of $0.40 at any time on or before August 1, 2028.
The Common Shares were offered pursuant to the listed issuer financing exemption (the "Listed Issuer Financing Exemption") as outlined in Part 5A of National Instrument 45-106 -- Prospectus Exemptions ("NI 45-106"). An offering document related to the portion of the Offering conducted under the Listed Issuer Financing Exemption has been filed on the Company's profile on SEDAR+ at (www.sedarplus.com).
The Common Shares sold under the Listed Issuer Financing Exemption are not subject to a hold period in accordance with Canadian securities laws and are immediately freely tradeable, while the Finder Warrants and underlying securities are subject to a four-month hold period.
The securities offered pursuant to the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the "United States" or to, or for the account or benefit of, "U.S. persons" (as such terms are defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and any applicable U.S. state securities laws or compliance with an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
David Washburn, President of the Company, Alex McAulay, Chief Financial Officer of the Company and Geoff Browne, Director of the Company each participated in the Offering, purchasing 312,500 Common Shares, 37,500 Common Shares and 125,000 Common Shares, respectively, and the Offering accordingly constitutes a "related party transaction" pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Offering is exempt from (i) the formal valuation requirement of MI 61-101 pursuant to the Section 5.5(b) of MI 61-101, as the common shares are not listed or quoted on any of the stock exchanges or markets listed in Section 5.5(b) of MI 61-101, and (ii) the minority shareholder approval requirement of MI 61-101 pursuant to Section 5.7(1)(a) of MI 61- 101, as the fair market value of the Common Shares purchased issued does not exceed 25% of the Company's market capitalization. A material change report was not filed by the Company at least 21 days before the closing of the Offering, as the participation of such insiders was not determined until shortly prior to closing and the Company wished to close expeditiously to confirm funds for the Offering. The Offering was approved by all of the independent directors of the Company.
About FRNT
FRNT is a digital asset investment bank offering capital markets and advisory services to institutional investors participating in or entering the space. The Company aims to bridge the worlds of traditional and web-based finances with a technology forward and compliant operation. Business lines include deliverable trading services, structured derivative products, merchant banking, advisory, consulting, lending origination and principal investments. Headquartered in Toronto, FRNT was co-founded in 2018 by CEO Stéphane Ouellette.
Neither the TSXV nor its regulation services provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements" and "forward-looking information" within the meaning of applicable law which may include, without limitation, statements relating to the use of proceeds of the Offering, the receipt of final TSXV approval in respect of the Offering, the technical, financial and business prospects of the Company, its assets and other matters. Generally, forward-looking statements and forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". All forward-looking statements and forward-looking information are based on reasonable assumptions that have been made by the Company as at the date of such information. Forward-looking statements and forward-looking information are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements and forward-looking information, including but not limited to: the general risks associated with the speculative nature of the Company's business, current global financial conditions, uncertainty of additional capital, price volatility, no history of earnings, government regulation in the industries in which the Company operates, political and economic risk, absence of public trading market, arbitrary offering price, dilution to the Company's common shares, dependence on key personnel, currency fluctuations, insurance and uninsured risks, competition, legal proceedings, conflicts of interest and lack of dividends. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements and forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or forward-looking information. The Company does not undertake to update any forward-looking statement or forward-looking information that is included herein, except in accordance with applicable securities laws.
SOURCE FRNT Financial Inc.
FRNT Financial Inc., Chief Executive Officer, Stéphane Ouellette, [email protected], 833 222-3768
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