FLUENT Corp. Arranges Shares for Debt Settlement

*TAMPA, Fla. — *FLUENT Corp., a leading national cannabis brand, will issue
an aggregate of 2,750,000 common shares of the Company to certain of its
directors in exchange for the cancellation of $137,500 of director fees
owing for the period April 1 through June 30, 2025. The Debt Shares will be
issued at a price equal to the closing market price of the common shares of
the Company as listed on the Canadian Securities Exchange (CSE) on June 30,
2025, being $0.05, in accordance with the policies of the CSE.

The issuance of the Debt Shares to the directors constitutes a “related
party transaction” as this term is defined in Multilateral Instrument
61-101 – Protection of Minority Securityholders in Special Transactions
(“MI 61-101”). The directors of the Company, acting in good faith,
determined the fair market value of the Debt Shares being issued pursuant
to the shares for debt transaction and the consideration being paid is
reasonable. The Company intends to rely 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 as neither the fair
market value of the Debt Shares nor the debt exceeds 25% of the Company’s
market capitalization.

The Company did not file a material change report more than 21 days before
the expected closing of the shares for debt transaction as the details and
amounts of debts settled under the transaction were not finalized until
closer to the closing and the Company wished to close the transaction as
soon as practicable, which the Company deems reasonable as it wishes to
reduce its accrued liabilities as soon as possible. Any Debt Shares issued
will be subject to a four-month hold period.
About FLUENT

FLUENT Corp., a national cannabis consumer packaged goods company and
retailer, 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 700 employees across 8
cultivation and manufacturing facilities, 42 active retail locations and a
wholesale division which operates under ENTOURAGE servicing third-party
retailers in New York.