SHAREHOLDERS REPORT HOLDINGS IN FRNT FINANCIAL INC.
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
TORONTO, April 12, 2022 /CNW/ - On April 12, 2022, following the closing of FRNT Financial Inc.'s (the "Company") initial public offering (the "IPO") as described in the Company's final prospectus dated March 4, 2022 (the "Prospectus"), Stephane Ouellette, the Chief Executive Officer and a Director of the Company, has ownership and control, through TTS Capital Corp. which Mr. Ouellette beneficially owns and controls, of 10,808,120 common shares in the capital of the Company ("Common Shares"), Adam Rabie, a Director of the Company, has ownership and control, through Alliswell Corporation which Mr. Rabie beneficially owns and controls, of 7,786,269 Common Shares, and Coinsquare Ltd. ("Coinsquare") has ownership and control of 4,017,378 Common Shares. Mr. Ouellette, Mr. Rabie and Coinsquare are hereafter collectively referred to as the "Principal Shareholders".
Immediately prior to the closing of the IPO, the Mr. Ouellette's, Mr. Rabie's and Coinsquare's Common Shares represented 34.70%, 25%, and 12.9% of the issued and outstanding Common Shares on a non-diluted basis, respectively (28.37%, 20.39% and 10.52% on a fully-diluted basis, respectively).
Following the closing of the IPO, the Mr. Ouellette's, Mr. Rabie's and Coinsquare's Common Shares represented 30.75%, 22.15%, and 11.43% of the issued and outstanding Common Shares on a non-diluted basis, respectively (25.50%, 18.37% and 9.48% on a fully-diluted basis, respectively).
In connection with the Company's application for listing on the TSX Venture Exchange ("TSXV"), Coinsquare has provided a voluntary undertaking (the "Coinsquare Undertaking") to the TSXV where it has agreed that, for so long as the TSXV is unable to conclude on the Personal Information Form of Mr. Virgile Rostand filed with the TSX-V on August 24, 2021, and so long as Coinsquare beneficially owns or controls, directly or indirectly, 10% or more of the outstanding Common Shares on a non-diluted basis, Coinsquare will not vote, or cause to be voted, at any meeting of shareholders of the Company, Common Shares representing more than 9.9% of the issued and outstanding Common Shares. These restrictions on Coinsquare's will result in the Common Shares held by all other shareholders in the Company providing for proportionately more voting weight at any meeting of shareholders of the Company so long as the Coinsquare Undertaking is in effect.
The Common Shares held by the Principal Shareholders were acquired prior to closing of the IPO and are held for investment purposes. In accordance with applicable securities laws, the Principal Shareholders or their related entities may, from time to time and at any time, acquire additional Common Shares and/or other equity, debt or other securities or instruments (collectively, "Securities") of the Company in the open market or otherwise, and Principal Shareholders or the their related entities reserve the right to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of the Company and other relevant factors.
The securities referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States or to or for the account or benefit of a person in the United States or a U.S. person (as such term is defined in Regulation S under the U.S. Securities Act, a "U.S. Person") unless an exemption from the registration requirements of the U.S. Securities Act is available. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States or to or for the account or benefit of a person in the United States or a U.S. Person.
About FRNT
FRNT is a next-generation capital markets platform specializing in cryptocurrency and alternative markets. Operating out of Toronto, Ontario, FRNT was founded in 2018 and is led by its Chief Executive Officer, Stéphane Ouellette.
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Cautionary Note Regarding Forward-Looking Information
This press release contains "forward-looking statements" and "forward-looking information" within the meaning of applicable law. 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 Common Shares, dependence on key personnel, currency fluctuations, insurance and uninsured risks, competition, legal proceedings, conflicts of interest and lack of dividends as well as those factors discussed in the section entitled "Risk Factors" in the Company's Prospectus. 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 forward-looking statements and forward-looking information contained in this press release are included for the purpose of providing investors with information to assist them in understanding the offering as well as the Company's expected financial and operational performance and may not be appropriate for other purposes. 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.
SOURCE FRNT Financial Inc.
Stéphane Ouellette, Chief Executive Officer, FRNT Financial Inc., 1-833-222-3768
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