Fluent arranges $210,000 (U.S.) private placement

Executive Summary

• Fluent Corp. announced a non-brokered private placement offering of 3.5 million common shares at $0.06 USD per share, raising $210,000 USD in gross proceeds.
• The offering is a related-party transaction involving only the company's new interim CEO, David Vautrin, who is the sole subscriber.
• Proceeds are designated for working capital and general corporate purposes, with the transaction expected to close on September 5, 2025.

Key Details

• Transaction Structure: Non-brokered private placement offering.
• Shares Issued: 3,500,000 common shares.
• Price Per Share: $0.06 USD.
• Gross Proceeds: $210,000 USD.
• Subscriber: David Vautrin, Interim Chief Executive Officer (sole subscriber).
• Use of Proceeds: Working capital and general corporate purposes.
• Closing Date: Expected September 5, 2025.
• Regulatory Context: Constitutes a related party transaction under Multilateral Instrument 61-101 (MI 61-101).
• Exemptions: Relied on exemptions from valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as insider participation does not exceed 25% of market capitalization.
• Board Approval: Approved by the Board of Directors.
• Lock-up Period: Pursuant to Rule 144 of the Securities Act of 1933, shares must be held for one year prior to resale.
• Material Change Report: No material change report was filed 21 days prior to closing, deemed reasonable by the company.

Notable Quotes

• "I am pleased to make this purchase, which reinforces my belief in the team and our strategic direction," said David Vautrin, interim chief executive officer. "In just a few weeks since assuming the interim CEO role, I have been deeply impressed by the strength and energy of our entire team and their commitment to driving our strategic turnaround initiatives. This investment underscores my conviction in both our people and the long-term value creation potential of the business."