FLUENT Corp. Announces Private Placement Financing

TAMPA, Fla., Aug. 28, 2025 (GLOBE NEWSWIRE) -- FLUENT Corp. (CSE: FNT.U) (OTCQB: CNTMF) (“FLUENT” or the “Company”), a leading national cannabis brand, is pleased to announce that it intends to complete a non-brokered private placement offering (the “Offering”) of 3,500,000 common shares (each, a “Share”) at a price of US$0.06 per Share for aggregate gross proceeds of US$210,000. The Offering is being completed solely with the Company’s new Interim Chief Executive Officer, David Vautrin, in connection with his employment agreement with the Company.

“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.”

The proceeds of the Offering will be used by the Company for working capital and general corporate purposes.

The Offering is expected to be completed on September 5, 2025.The Offering constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 ("MI 61-101") as an insider of the Company is the sole subscriber. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the participation in the Offering by insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances. The Offering was approved by the board of directors of the Company. The Company has not received, nor has it requested a valuation of its securities or the subject matter of the Offering 24 months prior to the date hereof.

Pursuant to Rule 144 of the Securities Act of 1933, as amended, the Shares must be held for one year prior to any resale relying on the safe harbor provided by Rule 144.

About FLUENT Corp.

FLUENT, a national cannabis consumer packaged goods company and retailer, is dedicated to being one of the highest quality cannabis companies for the communities it serves. This is driven by FLUENT’s unrelenting commitment to operational excellence in cultivation, production, distribution and retail experience. FLUENT produces an assortment of cannabis products under a diverse portfolio of brands including MOODS, Knack, Wandr, Bag-O and Hyer Kind. FLUENT operates in Florida, New York, Pennsylvania and Texas. Headquartered in Tampa, Florida, FLUENT employs more than 700 employees across 8 cultivation and manufacturing facilities and 42 active retail locations and a wholesale division, ENTOURAGE, which services third party retailers in New York. For more information on the company wholesale division ENTOURAGE, please visit https://entouragewholesale.com/.

FLUENT’s Common Shares trade on the Canadian Securities Exchange under the symbol “FNT.U” and on the OTCQB Venture Market under the symbol “CNTMF”. For more information about the Company, please visit www.getFLUENT.com.

Disclosure

Neither CSE nor its Regulation Services accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

Certain information in this news release may constitute forward-looking information within the meaning of applicable securities laws. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved” or similar expressions and includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, statements relating to the Offering, including the expected timing for closing; and the Company’s future growth, expansion and strategic focus. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent the Company’s expectations, estimates, and projections regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control.

Investors are cautioned that forward-looking information is necessarily based on many opinions, assumptions, and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions, and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the Company’s ability to execute its go-forward strategy; stock market volatility; changes in the business activities, focus and plans of the Company and the timing associated therewith; the timing of any changes to federal laws in the U.S. to allow for the general cultivation, distribution, and possession of cannabis; regulatory and licensing risks; changes in cannabis industry growth and trends; changes in general economic, business and political conditions, including changes in the financial markets; the global regulatory landscape and enforcement related to cannabis, including political risks and risks relating to regulatory change; risks relating to anti-money laundering laws; compliance with extensive government regulation, including the Company’s interpretation of such regulation; public opinion and perception of the cannabis industry; and the risk factors described in the public filings of the Company filed with Canadian securities regulators and available under the Company’s profile at www.sedarplus.ca.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors that could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

The Company, through several of its subsidiaries, is directly involved in the manufacture, possession, use, sale, and distribution of cannabis in the adult-use and medical cannabis marketplace in the United States. Local state laws where the Company operates permit such activities however, investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States. Cannabis remains a Schedule I drug under the United States Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute, or possess cannabis in the United States. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable United States federal money laundering legislation.

While the approach to enforcement of such laws by the federal government in the United States has trended toward non-enforcement against individuals and businesses that comply with adult-use and medical cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve the Company of liability under United States federal law, nor will it provide a defense to any federal proceeding which may be brought against the Company. The enforcement of federal laws in the United States is a significant risk to the business of the Company and any proceedings brought against the Company thereunder may adversely affect operations and financial performance.

The forward-looking statements contained in this news release are made as of the date of this news release, and the Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law. For further information visit: https://getFLUENT.com/ and https://investors.getFLUENT.com/.

Investor Relations Contact
investors@getFLUENT.com

Media Contact:
press@getFLUENT.com

Officer Contact:
Matt Mundy, Chief Legal Officer
(850) 972-8077

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