Frequency Exchange Corp. (TSXV: FREQ) has closed the first tranche of its previously announced non-brokered private placement, raising gross proceeds of $427,057 through the issuance of 1,708,230 units priced at $0.25 each. The company intends to deploy net proceeds across sales and marketing, inventory, technology development, team growth, and international expansion. The placement, which includes insider participation, remains subject to TSX Venture Exchange final approval, with the overall closing deadline extended to September 28, 2026.

Key Points

  • Frequency Exchange Corp. (TSXV: FREQ) closed the first tranche of its non-brokered private placement on September 11, 2026
  • 1,708,230 units were issued at $0.25 per unit, generating gross proceeds of $427,057
  • Each unit comprises one common share and one-half warrant exercisable at $0.40, expiring 12 months from issuance; a hold period applies until January 12, 2027
  • Investors may watch for TSX Venture Exchange final approval and any subsequent closing tranches before the September 28, 2026 deadline

Unit Structure and Warrant Acceleration Terms

Each unit issued in the first tranche consists of one common share and one-half common share purchase warrant, with each whole warrant exercisable at $0.40 for a term of 12 months from issuance. The warrants carry an acceleration clause: should the volume-weighted average trading price of Frequency Exchange's common shares reach at least $0.70 for any 10 consecutive trading days on the TSX Venture Exchange, the company may, at its sole discretion, accelerate the warrant expiry date to no less than 21 days following notice provided by news release. No finder's fees were paid in connection with this tranche.

Insider Participation and MI 61-101 Exemption

Insiders participated in the first tranche to the extent of $138,779, constituting a related party transaction under Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions. The company states that the transaction is exempt from formal valuation and minority shareholder approval requirements because neither the fair market value of units acquired by the insider nor the consideration paid exceeds 25% of the company's market capitalisation. All securities issued in the first tranche are subject to a statutory hold period expiring January 12, 2027.

Intended Use of Proceeds and NIKKI Platform Context

Net proceeds are expected to fund expanded sales and marketing activity, increased inventory, technology and platform development, team growth, international expansion, and general working capital. The capital raise supports Frequency Exchange's flagship NIKKI platform, described in the release as a wearable digital wellness solution offering personalised frequency-based programmes targeting sleep, stress, recovery, energy, and overall wellbeing. The company notes the overall private placement closing deadline has been extended to September 28, 2026, with TSX Venture Exchange final approval still outstanding. The immediate share price impact was not clear from available public information.