FLUENT Corp. Announces Sale of Pennsylvania Operations Strengthening Balance Sheet and Sharpening Focus on Core Growth Markets

Executive Summary

• FLUENT Corp. completed the sale of its Pennsylvania operations to HIVE Holdings, Inc. for US$12.5 million in cash, effective December 31, 2025.
• Proceeds are being used to reduce outstanding debt, which management expects will materially strengthen the balance sheet and allow greater focus on core growth markets (Florida, New York, Texas).
• The transaction was conducted at arm’s length with no finders’ fees; Moelis & Company acted as financial advisor and legal counsel was provided by Weil Gotshal & Manges (U.S.) and Cassels Brock & Blackwell (Canada).

Key Details

• Transaction Value: US$12.5 million cash consideration.
• Buyer: HIVE Holdings, Inc. (arm‑length transaction; no finders’ fees payable).
• Seller: FLUENT Corp., CSE: FNT.U / OTCQB: CNTMF.
• Effective Date: December 31, 2025.
• Use of Proceeds: Entire amount applied to reduce FLUENT’s outstanding debt, expected to meaningfully enhance the balance sheet and lower leverage.
• Strategic Rationale: Enables FLUENT to concentrate capital and operational resources on its core markets (Florida, New York, Texas) and pursue growth opportunities there.
• Advisors & Counsel:
• Financial Advisor – Moelis & Company LLC
• U.S. Legal Counsel – Weil, Gotshal & Manges LLP
• Canadian Legal Counsel – Cassels Brock & Blackwell LLP
• HIVE Holdings’ Legal Counsel – Eversheds Sutherland LLP
• Management Comment: Interim CEO Dave Vautrin highlighted the sale as “an important step forward,” emphasizing balance‑sheet improvement, reduced leverage, and sharpened strategic focus.

Notable Quotes

“By divesting our Pennsylvania operations, we are strengthening our balance sheet, reducing leverage, and sharpening our strategic focus on markets where we see the greatest near and mid‑term opportunity.” – Dave Vautrin, Interim Chief Executive Officer, FLUENT Corp.

Materiality Assessment: Material – Positive (the cash sale and debt reduction are expected to have a meaningful positive impact on FLUENT’s financial position and strategic direction).