TORONTO, Jan. 23, 2024 (GLOBE NEWSWIRE) -- Stéphane Ouellette, the Chief Executive Officer and a Director of FRNT Financial Inc., whose head office is at 49 Wellington St E, Unit 200, Toronto, ON M5E 1C9 (the “Company”), announces that pursuant to a private share transfer agreement among Mr. Ouellette and AllisWell Corporation, Mr. Ouellette (through TTS Capital Corp., which Mr. Ouellette beneficially owns and controls, and whose registered address is 40 Temperance St Suite 3200, Toronto, ON M5H 0B4) today has acquired ownership, control and direction over 4,917,068 common shares of the Company (“Common Shares”) from AllisWell Corporation (whose legal counsel’s address is 801-1 Adelaide Street East, Toronto, ON M5C 2V9), representing 14% of the issued and outstanding Common Shares (the “Share Transfer”).
Immediately prior to the closing of the Share Transfer, Mr. Ouellette’s and AllisWell Corporation’s Common Shares represented 30.78% and 22.52% of the issued and outstanding Common Shares, respectively. Following the closing of the Share Transfer, Mr. Ouellette’s and AllisWell Corporation’s Common Shares represented 44.78% and 8.52% of the issued and outstanding Common Shares, respectively.
AllisWell Corporation received approximately 0.01233 shares in a private corporation, for each Common Share that was transferred to TTS Capital Corp. The value of each share in the private corporation that was transferred to AllisWell Corporation was determined to be $14.18 and the purchase price of each Common Share transferred to TTS Capital Corp. was $0.175, for aggregate consideration of $860,314.78.
The Share Transfer was completed for investment purposes. The Common Shares owned by AllisWell Corporation and TTS Capital Corp. are held for investment purposes. In the future, AllisWell Corporation and TTS Capital Corp. may evaluate their respective investment in the Company from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease shareholdings held by AllisWell Corporation or TTS Capital Corp., or their respective affiliates, as circumstances require through market transactions, private agreements, or otherwise, subject to applicable securities laws and other relevant factors.
The Share Transfer was completed in reliance on the exemption from the formal bid requirements of Canadian securities legislation set out in Section 4.2 of National Instrument 62-104 – Take-Over Bids and Issuer Bids (“NI 61-104”).
The Share Transfer qualifies under Section 4.2 of NI 61-104 as the following conditions were satisfied:
(a) purchases were not made to more than five persons or companies in the aggregate;
(b) the bid was not made generally to security holders of the Common Shares that were the subject of the bid; and
(c) the purchase price paid for the Common Shares was not greater than 115% of the market price of the Common Shares as at the date of the bid.
This press release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires reports to be filed under the Company’s profile on SEDAR+ profile at www.sedarplus.ca containing additional information respecting the foregoing matters.
Copies of the Early Warning Reports being filed in connection herewith may be obtained on the Company's SEDAR+ profile or by emailing investors@frnt.io or calling 833-222-3768.
About FRNT Financial Inc.
FRNT is an institutional capital markets and advisory platform focused on digital assets. FRNT, through a technology-forward and compliant operation, aims to bridge the worlds of traditional and web-based finance. Partnering with both financial institutions and crypto native firms, FRNT operates 5 synergistic business lines including deliverable trading services, institutional structured derivative products, merchant banking, advisory and consulting, and principal investments & trading. Co-founded in 2018 by CEO Stéphane Ouellette, FRNT is a global firm headquartered in Toronto, Canada.
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.
For further information: FRNT FINANCIAL INC.: Chief Executive Officer, Stéphane Ouellette, investors@frnt.io, 833 222-3768, https://www.frnt.io
