Subject: Frequency Exchange - News Release
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FOR IMMEDIATE RELEASE
FREQUENCY EXCHANGE ANNOUNCES PRIVATE PLACEMENT
Vancouver, British Columbia, Canada - March 10, 2025 - Frequency Exchange Corp. ("Frequency Exchange" or the "Company") (TSXV: FREQ ) is pleased to announce a private placement of up to 2,000,000 units (the "Units") at a price of $0.25 per Unit for gross proceeds of up to $500,000 (the "Private Placement"). Each Unit is comprised of one common share and one common share purchase warrant (the "Warrant") having an exercise price of $0.40 per Warrant and a term of 24 months from the date of closing of the Private Placement ("Closing Date").
In the event that, during the 24 month period following the Closing Date, the volume-weighted average trading price of the Common Shares on the TSX Ventures Exchange is at least $0.60 per Common Share for any period of 10 consecutive trading days, the Company may, at its sole option, accelerate the expiry date of Warrants to the date that is not less than twenty-one (21) days following the date upon which notice of the accelerated expiry date is provided by the Company by way of news release.
Finders' fees of up to 6% cash and 6% finders' warrants, having the same terms as the Warrants, may be paid if applicable in respect of the private placement closing.
The Private Placement is subject to TSX Venture Exchange approval and all securities issued will be subject to a four-month hold period.
The securities described herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States or to US persons except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. No securities regulatory authority has reviewed or approved of the contents of this news release. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About the Company
Based in British Columbia, Canada, Frequency Exchange is focused on the development and global commercialization of a wearable Frequency Delivery System. Our specialized frequency sets are designed to enhance wellness and improve performance. The brand "NIKKI" is the third generation of wearable technology created by the Company. Now we have one frequency delivery system we call "NIKKI", which means "The Victor of The People" that can be used in multiple ways including Lyme disease. This wearable technology combined with the frequency sets is the result of years of development and experimentation with advanced bioenergetic technology.
www.WeAreNikki.com
www.FrequencyExchangeCorp.com
For more information, please contact:
Frequency Exchange Corp. FREmedica Technologies Inc.
Stephen Davis Nicole Sullivan
CEO & Director President
250-732-7170 Nicole.sullivan@wearenikki.com
Cautionary Note Regarding Forward-Looking Information
Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the trading date of the Company's common shares on the Exchange. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "will" or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Readers should not place undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.
Additional information identifying risks and uncertainties is contained in filings by the Company with the Canadian securities regulators, which filings are available under the Company's profile on SEDAR at www.sedar.com.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
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