FRNT closes $2-million private placement

Executive Summary

• FRNT Financial Inc. closed a non-brokered private placement raising $2 million in gross proceeds on August 1, 2025.
• The company issued 5 million common shares at $0.40 per share, with net proceeds designated for Bitcoin treasury investments, marketing, and working capital.
• The transaction constitutes a related-party transaction involving insiders, exempt from formal valuation and minority shareholder approval requirements under MI 61-101.

Key Details

• Gross Proceeds: Approximately $2,000,000.
• Shares Issued: 5,000,000 common shares.
• Price Per Share: $0.40 CAD.
• Use of Proceeds: Investment in BTC treasury, additional marketing initiatives, working capital, and general corporate purposes.
• Finder’s Fees: Cash fees paid to eligible finders plus issuance of 81,410 finders' warrants.
• Finder’s Warrant Terms: Each warrant entitles the holder to acquire one common share at $0.40 per share, exercisable on or before August 1, 2028.
• Hold Periods: Common shares are immediately freely tradable (no hold period); finders' warrants and underlying securities are subject to a four-month hold period.
• Insider Participation (Related-Party Transaction):
  • David Washburn (President): Purchased 312,500 shares.
  • Alex McAulay (CFO): Purchased 37,500 shares.
  • Geoff Browne (Director): Purchased 125,000 shares.
• Regulatory Exemptions:
  • Exempt from formal valuation requirement of MI 61-101 (Section 5.5(b)) as shares are not listed on specified exchanges.
  • Exempt from minority shareholder approval requirement of MI 61-101 (Section 5.7(1)(a)) as the fair market value of shares issued does not exceed 25% of the company's market capitalization.
  • No material change report filed 21 days prior to closing due to late determination of insider participation and desire to close expeditiously.
• Approval: Approved by all independent directors.
• Legal Basis: Offered pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106.

Notable Quotes

• "We look forward to adding spot BTC to our balance sheet to further demonstrate to our growing client base of crypto treasury companies the many ways to optimize their digital asset holdings and earn yield over time," said Stephane Ouellette, chief executive officer of the company.
• "We're further excited to market FRNT as the target client base for our institutional services are growing at an unprecedented rate."