FRNT FRNT Financial Inc

FRNT Financial Inc. (TSXV:FRNT) (OTCQB:FRFLF) (FSE:XZ3) (the “Company” or “FRNT”) is pleased to announce a brokered private placement offering of up to 5,000,000 units of the Company (“Units”) at a price of C$0.60 per Unit (the “Offering Price”), for aggregate gross proceeds of up to C$3,000,000 (the “LIFE Offering”). The Offering is being led by Fort Capital Securities Ltd. (the “Agent”) as the sole agent and sole bookrunner on a “best efforts” basis.

Each Unit will be comprised of one common share of the Company (a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Common Share (each, a “Warrant Share”) at an exercise price of C$0.90 for 36 months following the completion of the LIFE Offering, subject to accelerated expiry in the event the volume-weighted average closing price of the Common Shares on the TSX Venture Exchange (the “TSXV”) is $1.20 or more for ten (10) consecutive trading days, in which case the Company may accelerate the expiry date of the Warrants to the date that is thirty (30) days following the issuance of a news release by the Company announcing such acceleration.

The Units to be issued under the LIFE Offering will be offered to purchasers pursuant to the Listed Issuer Financing Exemption (the “LIFE Exemption”) under Part 5A of National Instrument 45-106 – Prospectus Exemptions, in Alberta, British Columbia, Manitoba, Ontario and Saskatchewan. The Units offered will not be subject to a hold period in accordance with applicable Canadian securities laws.

There is an offering document (the “Offering Document”) related to the LIFE Offering that can be accessed under the Company’s profile on SEDAR+ at www.sedarplus.com and on the Company’s website at https://frnt.io/. Prospective investors of the Units should read the Offering Document before making an investment decision.

The Company intends to use the net proceeds from the LIFE Offering to continue scaling its business and building out its capital base, and for working capital and general corporate purposes, as more specifically described in the Offering Document. The LIFE Offering is scheduled to close on or about April 30, 2024 or such other date that is within 45 days from April 5, 2024 as the Company and Agent may agree (the “Closing Date”). The Life Offering remains subject to certain conditions customary for transactions of this nature, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSXV.

The securities to be offered pursuant to the LIFE Offering, and sale of the Additional Units, 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, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About FRNT FRNT is an institutional capital markets and advisory platform focused on digital assets. FRNT, through a technology-forward and compliant operation, aims to bridge the worlds of traditional and web-based finance. Partnering with both financial institutions and crypto native firms, FRNT operates 5 synergistic business lines including deliverable trading services, institutional structured derivative products, merchant banking, advisory and consulting, and principal investments & trading. Co-founded in 2018 by CEO Stéphane Ouellette, FRNT is a global firm headquartered in Toronto, Canada.

FRNT Financial Inc. Chief Executive OfficerStéphane Ouelletteinvestors@frnt.io833 222-3768https://frnt.io

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 terms and completion of the LIFE Offering, the use of proceeds of the LIFE Offering, the receipt of TSXV approval in respect of the LIFE Offering, acceleration of the expiry date of the Warrants, 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.