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Frequency Exchange Corp
Symbol FREQ
Shares Issued 48,310,657
Close 2025-09-22 C$ 0.32
Market Cap C$ 15,459,410
Recent Sedar+ Documents

Frequency closes $854,507 final tranche of financing

2025-09-24 15:19 ET - News Release

Subject: Frequency Exchange - Frequency Exchange announces PP closing Word Document

File: '\\swfile\EmailIn\20250924 120207 Attachment 20250924 - 14 FREQ Closes 2nd and Final Tranche of PP.docx'

Not for distribution to U.S. newswire services or for dissemination in the United States

FOR IMMEDIATE RELEASE

FREQUENCY EXCHANGE CLOSES FINAL TRANCHE OF PRIVATE PLACEMENT

Vancouver, British Columbia, Canada - September 24, 2025 - Frequency Exchange Corp. ("Frequency Exchange" or the "Company") (TSXV: FREQ ) is pleased to announce that, further to its news releases dated July 21, 2025, August 7, 2025 and August 26, 2025, it has closed the second and final tranche (the "Final Tranche") of its private placement (the "Private Placement").

In connection with the closing of the Final Tranche, the Company issued an additional 3,418,031 units (the "Units") at a price of $0.25 per unit for proceeds of $854,507.75, bringing the total Private Placement to 7,352,133 Units for aggregated proceeds of $1,838,033.25 when combined with the first tranche closing.

Each Unit consisted 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 month from the date of issuance. The Warrants are subject to an acceleration clause, whereby if the volume-weighted average trading price of the Common Shares on the TSX Venture Exchange is at least $0.70 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.

The Company issued 72,800 non-transferable finder's warrants (the "Finder's Warrants") and paid a cash commission of $18,200 to Canaccord Genuity Corp. The Finder's Warrants are at an exercise price of $0.40 per share for a period of 24 month from the date of issuance and are subject to the same acceleration clause as the Warrants.

All securities issued in connection with the second tranche of the Private Placement are subject to a statutory hold period expiring January 25, 2026.

The capital will be used to expand our team, cover general operating costs, provide a technology up-grade, pay down accrued debt and support marketing initiatives in both the consumer and public markets. The capital will also be used to purchase increased inventory prompted by the greater demand following the expansion of FREmedica Patented Technology rights to include all general wellness markets for wearables for humans and animals worldwide.

The Private Placement is subject to TSX Venture Exchange final approval.

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 Corp. is publicly traded under the trading symbols TSXV: FREQ; OTC: FRECF (www.FrequencyExchangeCorp.com ). Frequency Exchange acquired FREmedica Technologies Inc. in 2022. FREmedica is now a wholly owned and operating subsidiary of Frequency Exchange Corp. FREmedica's business is focused on the development and global commercialization of "NIKKI", a Wellness Technology delivering frequency-enhanced Wellness Programs. NIKKI means "Victor of the People,"; bringing wellness programs to all walks of life. FREmedica began with the development of a specialized Lyme support program designed to help people struggling with Lyme disease. Now FREmedica, through NIKKI, delivers Wellness Programs to assist with issues including sleep, pain, energy, immunity, and many more. NIKKI delivers Wellness Programs to restore and improve communication in the network of trillions of cells that make up the human body. Strong cell communication is essential to good health.

Health can be disrupted by physical, mental and emotional trauma. For example, poor sleep can be a symptom of pain, stress, and fatigue stemming from poor cell communication. NIKKI delivers specific frequencies into the body for the purpose of restoring proper cell function. Categories of Wellness Programs continue to grow. NIKKI Wellness Technology, combined with frequency-based Wellness Programs, is the result of years of development and experimentation with advanced bioenergetic technology. In third-party quality-of-life testing over an eight-week period, NIKKI proved to provide an unprecedented level of benefits ranging from better sleep and reduced pain to less anxiety and greater energy, with 90% of the test subjects experiencing improvement in overall wellness.

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. All statements, other than statements of historical fact, included in this news release are forward-looking statements that involve risks and uncertainties. In particular, forward-looking information includes, but is not limited to, statements with respect to the Company's use of proceeds from the private placement. 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 forward-looking statements contained in this news release are made as of the date of this news release and 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.sedarplus.ca.

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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