FRX Innovations Announces Closing of the Sale of its Operating Subsidiary FRX Polymers, Inc. Amid Strategic Restructuring and Move to the NEX Board of the TSXV

January 23, 2025 08:55:00 pm

Source: TheNewsWire

(TheNewswire)

Vancouver, BC – January 23, 2025 – FRXInnovations Inc. (“ FRXInnovations ” or the “ Company ”) (TSXV:FRXI), is pleased to announce the closing of its previously announcedsale (the “ Transaction ”) of all of its equity interestsin its wholly-owned operating subsidiary FRX Polymers, Inc.(“ FRX Polymers ”) to FRX Acquisition, Inc.( the “ Purchaser ”), an entity controlled by a groupof predominantly European investors, pursuant to the terms andconditions set out in the definitive stock purchase agreement dated asof November 27, 2024 (the “ Purchase Agreement ”) among the Company, FRXPolymers and the Purchaser.

PurchasePrice

The net cash payment paid by the Purchaser to theCompany at closing of the Transaction was US$907,001 such amount beingequal to US$1,500,000, less (i) US$ 64,999 ofFRX Polymer’s prepaid closing expenses, less (ii) US$453,000 owed as a resultof FRX Innovations’ prepaid closing expenses, less (iii) the US$75,000 WithholdingAmount (as defined in the Purchase Agreement), pursuant to the termsof the Purchase Agreement. In addition to the cash paid at closing,the Company also became entitled to the Earnout Payment (as defined inthe Purchase Agreement), if any, and the Purchaser settledapproximately €150,000 owed by the a third-party creditor of FRXPolymers to settle US$827,388 of indebtedness of FRX Polymers owed tosuch creditor as of December 31, 2024 and assumed or otherwiserestructured all of the approximately US$16.5 million of financial indebtedness of the Company and itssubsidiaries . For additional details relating tothe terms of the Purchase Agreement, including the Earnout Payment,please see the news release of the Company dated November 27,2024.

Name Change,Consolidation and Continuance

Further to the news releases of the Company datedDecember 6 and December 27, 2024, the Company confirms that it intendsto continue pursuing its previously announced name change to“Fireside Diversified Corp.” (the “ Name Change ”), anamendment to its articles to consolidate its issued and outstandingShares by a ratio of 10:1 (the “ Consolidation ”) andcontinuance from the jurisdiction of the Canada Business Corporations Act to the Business Corporations Act (British Columbia)(the “ Continuance ”). Additional details relatingto the timing of the effective dates of the Name Change, Consolidationand Continuance are expected to be announced by the Company in thecoming weeks.

Move to NEXBoard

The Company has also been advised by the TSX VentureExchange (the “ TSXV ”) that the listing of its common shares(“ Shares ”) will be transferred to the NEXBoard (“ NEX ”) of the TSXV as a result of the Company no longer meetingcertain of the TSXV’s continuous listing requirements following theclosing of the Transaction. The Shares will be transferred to NEX onor about January 28 ,2025.

Neither TSX Venture Exchange nor itsRegulation Services Provider (as that term is defined in policies ofthe TSX Venture Exchange) accepts responsibility for the adequacy oraccuracy of this release.

Cautionary Note RegardingForward-Looking Statements and Reader Advisory

Certain statements contained in this news release,including, but not limited to, the amount and timing of the EarnoutPayment, if any, the timing of the Shares being transferred to the NEXand the timing of the Name Change, Consolidation and Continuance,among other things, and statements which may contain words such as “expects”, “anticipates”,“intends”, “plans”, “believes”, “estimates”, orsimilar expressions, and statements related to matters which are nothistorical facts, may constitute forward-looking information withinthe meaning of applicable securities laws. Such forward-lookingstatements, which reflect management’s expectations regarding theCompany’s future growth, results of operations, performance,business prospects and opportunities, are based on certain factors andassumptions and involve known and unknown risks and uncertaintieswhich may cause the actual results, performance, or achievements to bematerially different from future results, performance, or achievementsexpressed or implied by such forward-looking statements.

Forward-looking statements necessarily involve knownand unknown risks and uncertainties, many of which are beyond theCompany’s control. Such risks and uncertainties include but are notlimited to: the risk that, as a result of the Transaction, theCompany’s business may experience significant disruptions; risksthat the Transaction may have a negative impact on the market priceand liquidity of the Shares; and risks related to the diversion ofmanagement’s attention from the Company’s ongoing businessoperations. When relying on forward-looking statements to makedecisions, investors and others should carefully consider theforegoing factors and other uncertainties and potential events.Readers are cautioned that the foregoing list of factors is notexhaustive.

Details of additional risk factors relating to theCompany and its business, generally, are discussed in the Company’sannual Management's Discussion & Analysis for the year endedDecember 31, 2023, a copy of which is available on the Company’sprofile at www.sedarplus.ca. These statements speak only as of thedate of this press release. Except as otherwise required by applicablesecurities statutes or regulation, the Company expressly disclaims anyintent or obligation to update publicly forward-looking information,whether as a result of new information, future events or otherwise.

These factors should be considered carefully, andreaders should not place undue reliance on the Company’s forward-looking statements. The Company believes that the expectationsreflected in the forward-looking statements contained in this newsrelease and the documents incorporated by reference herein arereasonable based on information available to it, but no assurance canbe given that these expectations will prove to be correct.

Contact Information:

FRX Innovations

Mark Lebel, CEO

+1 508 335 5215

mlebel@frxpolymers.com

Mike Goode, CCO

+1 765-838-9018

mgoode@frxpolymers.com

FRX Innovations Investor Relationsand Media Inquiries

Investor Relations

Diane Wilson

+1 978-505-1275