TAMPA, Fla. — FLUENT Corp., a leading national cannabis brand, will issue an aggregate of 2,750,000 common shares of the Company to certain of its directors in exchange for the cancellation of $137,500 of director fees owing for the period April 1 through June 30, 2025. The Debt Shares will be issued at a price equal to the closing market price of the common shares of the Company as listed on the Canadian Securities Exchange (CSE) on June 30, 2025, being $0.05, in accordance with the policies of the CSE.
The issuance of the Debt Shares to the directors constitutes a “related party transaction” as this term is defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”). The directors of the Company, acting in good faith, determined the fair market value of the Debt Shares being issued pursuant to the shares for debt transaction and the consideration being paid is reasonable. The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the Debt Shares nor the debt exceeds 25% of the Company’s market capitalization.
The Company did not file a material change report more than 21 days before the expected closing of the shares for debt transaction as the details and amounts of debts settled under the transaction were not finalized until closer to the closing and the Company wished to close the transaction as soon as practicable, which the Company deems reasonable as it wishes to reduce its accrued liabilities as soon as possible. Any Debt Shares issued will be subject to a four-month hold period.
About FLUENT
FLUENT Corp., a national cannabis consumer packaged goods company and retailer, produces an assortment of cannabis products under a diverse portfolio of brands including MOODS, Knack, Wandr, Bag-O and Hyer Kind. FLUENT operates in Florida, New York, Pennsylvania, and Texas. Headquartered in Tampa, Florida, FLUENT employs 700 employees across 8 cultivation and manufacturing facilities, 42 active retail locations and a wholesale division which operates under ENTOURAGE servicing third-party retailers in New York.
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