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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

Thursday, January 23, 2025 5:55 PM PST

(via TheNewswire)

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

Purchase Price

The net cash payment paid by the Purchaser to the Company at closing of the Transaction was US$907,001 such amount being equal to US$1,500,000, less (i) US$64,999 of FRX Polymer’s prepaid closing expenses, less (ii) US$453,000 owed as a result of FRX Innovations’ prepaid closing expenses, less (iii) the US$75,000 Withholding Amount (as defined in the Purchase Agreement), pursuant to the terms of the Purchase Agreement. In addition to the cash paid at closing, the Company also became entitled to the Earnout Payment (as defined in the Purchase Agreement), if any, and the Purchaser settled approximately €150,000 owed by the a third-party creditor of FRX Polymers to settle US$827,388 of indebtedness of FRX Polymers owed to such creditor as of December 31, 2024 and assumed or otherwise restructured all of the approximately US$16.5 million of financial indebtedness of the Company and its subsidiaries. For additional details relating to the 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 dated December 6 and December 27, 2024, the Company confirms that it intends to continue pursuing its previously announced name change to “Fireside Diversified Corp.” (the “Name Change”), an amendment to its articles to consolidate its issued and outstanding Shares by a ratio of 10:1 (the “Consolidation”) and continuance from the jurisdiction of the Canada Business Corporations Act to the Business Corporations Act (British Columbia) (the “Continuance”). Additional details relating to the timing of the effective dates of the Name Change, Consolidation and Continuance are expected to be announced by the Company in the coming weeks.

Move to NEX Board

The Company has also been advised by the TSX Venture Exchange (the “TSXV”) that the listing of its common shares (“Shares”) will be transferred to the NEX Board (“NEX”) of the TSXV as a result of the Company no longer meeting certain of the TSXV’s continuous listing requirements following the closing of the Transaction. The Shares will be transferred to NEX on or about January 28, 2025.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements and Reader Advisory

Certain statements contained in this news release, including, but not limited to, the amount and timing of the Earnout Payment, if any, the timing of the Shares being transferred to the NEX and 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”, or similar expressions, and statements related to matters which are not historical facts, may constitute forward-looking information within the meaning of applicable securities laws. Such forward-looking statements, which reflect management’s expectations regarding the Company’s future growth, results of operations, performance, business prospects and opportunities, are based on certain factors and assumptions and involve known and unknown risks and uncertainties which may cause the actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements.

Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond the Company’s control. Such risks and uncertainties include but are not limited to: the risk that, as a result of the Transaction, the Company’s business may experience significant disruptions; risks that the Transaction may have a negative impact on the market price and liquidity of the Shares; and risks related to the diversion of management’s attention from the Company’s ongoing business operations. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Readers are cautioned that the foregoing list of factors is not exhaustive.

Details of additional risk factors relating to the Company and its business, generally, are discussed in the Company’s annual Management's Discussion & Analysis for the year ended December 31, 2023, a copy of which is available on the Company’s profile at www.sedarplus.ca. These statements speak only as of the date of this press release. Except as otherwise required by applicable securities statutes or regulation, the Company expressly disclaims any intent 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, and readers should not place undue reliance on the Company’s forward- looking statements. The Company believes that the expectations reflected in the forward-looking statements contained in this news release and the documents incorporated by reference herein are reasonable based on information available to it, but no assurance can be given that these expectations will prove to be correct.

Contact Information:

FRX Innovations

Mark Lebel, CEO

+1 508 335 5215

[email protected]

Mike Goode, CCO

+1 765-838-9018

[email protected]

FRX Innovations Investor Relations and Media Inquiries

Investor Relations

Diane Wilson

+1 978-505-1275