Mr. David Vautrin reports

FLUENT ENTERS INTO DEFINITIVE AGREEMENT TO SELL TEXAS BUSINESS

Fluent Corp. has entered into a definitive agreement with Legacy Therapeutics LLC, pursuant to which Legacy will acquire 100 per cent of the issued and outstanding equity interests in Cansortium Texas LLC, a subsidiary of the company. The transaction contemplates the sale of the company's Texas business operations, which include Cansortium Texas's licence, cultivation, manufacturing and delivery business in Schulenburg, Tex., as well as its Houston retail operations.

Pursuant to the terms of the purchase agreement, which was signed May 1, 2026, the purchase price payable by Legacy is equal to $30-million, of which $25-million will be payable at closing and an amount equal to $2.5-million will be payable on each of the first and second anniversary of the closing date. The transaction is subject to applicable regulatory approvals and the satisfaction of certain other customary closing conditions. The company intends to primarily use the proceeds from the transaction to repay a portion of its existing senior secured debt, and may also use the remaining proceeds for working capital and general corporate purposes.

Management commentary

David E. Vautrin, interim chief executive officer of Fluent, said, "We are excited to see how Legacy, under Randy's leadership, will leverage its deep pharmaceutical expertise and strong operational discipline to drive growth in the cannabis sector and expand the Texas market from our established base."

Randy J. Mire, PharmD, founder of Legacy Therapeutics, said: "As the first pharmacist in the south to dispense medical marijuana, my focus has always been patient access and outcomes. We are honoured to build on the platform Fluent has established for Texas compassionate use patients."

Legal advisers

Goodwin Procter LLP is acting as U.S. legal counsel, and Cassels Brock & Blackwell LLP is acting as Canadian legal counsel to Fluent. Phelps Dunbar LLP is acting as legal counsel to Legacy.

About Fluent Corp.

Fluent, a national cannabis consumer packaged goods company and retailer, is dedicated to being one of the highest-quality cannabis companies for the communities it serves. This is driven by Fluent's unrelenting commitment to operational excellence in cultivation, production, distribution and retail experience. Fluent produces an assortment of cannabis products under a diverse portfolio of brands including Moods, Knack, Wandr, Bag-O and Hyer Kind. Fluent operates in Florida, New York and Texas. Headquartered in Tampa, Fla., Fluent employs approximately 650 employees across seven cultivation and manufacturing facilities, 35 active retail locations, and a wholesale division which trades under Entourage servicing third party retailers in New York.

Fluent common shares trade on the Canadian Securities Exchange under the symbol FNT.U and on the OTCQB Venture Market under the symbol CNTMF.

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