Frequency Exchange arranges $1.5M private placement

Executive Summary

• Frequency Exchange Corp. announced a private placement of up to 6 million units at $0.25 per unit, raising up to $1.5 million in gross proceeds.
• The capital will be used to expand the team, cover operating costs, upgrade technology, pay down debt, and support marketing, specifically leveraging expanded rights for the Fremedica "Nikki" wellness technology.
• The transaction includes warrants with specific acceleration clauses based on share price performance and is subject to TSX-V approval.

Key Details

• Transaction Structure: Private placement of up to 6,000,000 units.
• Price: $0.25 per unit.
• Gross Proceeds: Up to $1,500,000.
• Unit Composition: Each unit consists of one common share and one common share purchase warrant.
• Warrant Terms:
  • Exercise Price: $0.40 per warrant.
  • Term: 24 months from the date of closing.
  • Acceleration Clause: If the volume-weighted average trading price on the TSX Venture Exchange is at least $0.70 for any 10 consecutive trading days within 24 months of closing, the company may accelerate the warrant expiry date to no less than 21 days after notice.
• Finder’s Fees: Up to 8% cash and 8% finder warrants (with identical terms to the investor warrants).
• Regulatory Conditions: Subject to TSX-V approval; all securities subject to a four-month hold period.
• Use of Proceeds:
  • Expand company team.
  • Cover general operating costs.
  • Technology upgrade.
  • Pay down accrued debt.
  • Support marketing initiatives in consumer and public markets.
  • Purchase increased inventory driven by demand following the expansion of Fremedica patented technology rights to include all general wellness markets for wearables for humans and animals worldwide.

Notable Quotes

• Stephen Davis, Chairman: "The funds currently being raised will advance the company on many levels. Continuing to expand our team is critical to strengthening our marketing effort in support of the rapid growth we anticipate. The expansion of these exclusive rights provides the ability to partner with other groups to combine our technology with their own or license to third parties. With this potential, and in the light of present success, having a world exclusive licence will increase revenues significantly. We can now provide one million Nikkis every 90 to 120 days. We are poised for growth and cleared to sell in the United States, Europe, United Kingdom, Middle East, Australia and Asia."