Mr. Matt Mundy reports

FLUENT PROVIDES UPDATE AND SUPPLEMENTAL DISCLOSURE ON CIRCULAR TO APPROVE ALL-STOCK TRANSACTION WITH VIREO GROWTH INC.

Fluent Corp., further to its news release dated April 30, 2026, has mailed (or mailed a notice of Internet availability with respect to) its management information circular dated June 12, 2026, and related proxy materials to holders of common shares of Fluent and proportionate voting shares of Fluent of record as of June 12, 2026, in connection with the annual general and special meeting of shareholders to be held at 9:30 a.m. Toronto time on July 28, 2026, at the offices of Cassels Brock & Blackwell LLP, Suite 3200, Bay Adelaide Centre -- North Tower, 40 Temperance St., Toronto, Ont.

The meeting

At the meeting, shareholders will, among other things, be asked to consider and vote on a special resolution approving the company's previously announced transaction with Vireo Growth Inc., whereby, subject to the terms and conditions of an arrangement agreement between the company and Vireo dated April 29, 2026, as amended on June 8, 2026, Vireo will acquire all of the issued and outstanding Fluent shares by way of a court-approved plan of arrangement.

As a result of Vireo's previously announced consolidation of its subordinate voting shares, multiple voting shares and supervoting shares at a ratio of one for 30, which became effective on June 5, 2026, the original exchange ratio specified in the arrangement agreement and arrangement was automatically adjusted in accordance with the terms of the arrangement agreement to provide to shareholders the same economic effect as contemplated by the arrangement agreement and the arrangement prior to the Vireo consolidation. As a result of such adjustment, if the arrangement becomes effective, each shareholder will receive 0.002351197 of a Vireo share for each common share (after conversion of all (i) proportionate voting shares; and (ii) non-voting, non-participating exchangeable shares of Fluent) held at the effective time of the arrangement. On June 8, 2026, Fluent and Vireo entered into an amendment to the arrangement agreement, which, among other things, affirmed the exchange ratio.

On June 11, 2026, Fluent obtained an interim order of the Ontario Superior Court of Justice (Commercial List) to authorize the calling and holding of the meeting in connection with the arrangement. The circular contains, among other things, details concerning the arrangement, the background to and reasons for the unanimous recommendation (with interested directors abstaining) of the arrangement by the board of directors of Fluent, including the special committee of the board, the requirements for the arrangement to become effective, the rights of shareholders to dissent to the arrangement resolution, the procedure for receiving consideration under the arrangement for Fluent shares and the procedures for voting at the meeting, and other related matters. Shareholders are urged to carefully review the circular, as supplemented by the additional disclosure below, and accompanying materials as they contain important information regarding the arrangement and its consequences to shareholders and other Fluent securityholders.

Supplemental disclosure for circular

The company also wishes to provide the following additional disclosure to supplement and amend the disclosure in the circular regarding the arrangement.

As disclosed in the circular, the company is subject to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. If a transaction is determined to be a business combination (as defined in MI 61-101), MI 61-101 requires that, in addition to the approval of the transaction by at least two-thirds of the votes cast by all shareholders present in person or represented by proxy at the applicable shareholders meeting, the transaction also be subject to minority approval requirements. Pursuant to MI 61-101, if minority approval is required, the arrangement resolution must be approved by the affirmative vote of a simple majority of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the meeting, excluding votes cast in respect of voting shares held by, among others, related parties who (i) receive a collateral benefit as a consequence of the transaction or (ii) are a party to a connected transaction (each such term as defined in MI 61-101).

A collateral benefit, as defined by MI 61-101, includes any benefit that a related party of Fluent is entitled to receive as a consequence of the arrangement, including without limitation, an increase in salary, a lump-sum payment, a payment for surrendering securities, or other enhancement in benefits related to services as an employee, director or consultant of Fluent. MI 61-101 excludes from the meaning of collateral benefit a payment per security that is identical in amount and form to the entitlement of the general body of holders in Canada of securities of the same class, as well as certain benefits to a related party that are received solely in connection with the related party's service as an employee, director or consultant of the issuer, of an affiliated entity of the issuer or of a successor to the business of the issuer, where: (a) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the transactions; (b) the conferring of the benefit is not, by its terms, conditional on the related party supporting the transaction in any manner; (c) full particulars of the benefit are disclosed in the disclosure document for the transaction; and (d) either (i) at the time the transaction was agreed to, the related party and their associated entities beneficially own, or exercise control or direction over, less than 1 per cent of each class of the outstanding securities of the issuer, or (ii) the related party discloses to an independent committee of the issuer the amount of the consideration that they expect to be beneficially entitled to receive, under the terms of the transaction, in exchange for the equity securities they beneficially own and the independent committee acting in good faith determines that the value of the benefit, net of any offsetting costs to the related party, is less than 5 per cent of the value of the consideration the related party will receive pursuant to the terms of the transaction for the equity securities it beneficially owns, and the independent committee's determination is disclosed in the disclosure document for the transaction.

As disclosed in the circular, as of the record date, William Smith, Fluent's executive chair and a director, has ownership and control, directly or indirectly, over 1,421,538 or 58.0 per cent of the proportionate voting shares, and 64,189,527 or 10.5 per cent of the common shares. As a result, Mr. Smith controls, directly or indirectly, approximately 12.3 per cent of the votes attached to the issued and outstanding common shares (on an as-converted basis). In addition, Mr. Smith is the beneficial holder of the Smith convertible note, which is issued to and registered in the name of Can Endeavour LLC, a company owned and controlled by Mr. Smith. For the purposes of MI 61-101, Mr. Smith is a related party to Fluent given that Mr. Smith is a director of Fluent, and beneficially owns, or has control or direction over, directly or indirectly, securities of Fluent carrying more than 10 per cent of the voting rights attached to all of Fluent's outstanding voting securities. Since the Smith noteholder is controlled by Mr. Smith, a related party of Fluent, the Smith noteholder is itself a related party of Fluent for the purposes of MI 61-101. As also disclosed in the circular, the arrangement will constitute a change of control under the Smith convertible note, which triggers an event of default and repayment obligations thereunder. As a result, all outstanding principal and accrued and unpaid interest owing under the Smith convertible note as of the date of repayment will be repaid in full by Vireo concurrently with the completion of the arrangement, in accordance with the terms of the Smith convertible note. As of March 31, 2026, the outstanding principal balance of the Smith convertible note (including all interest that had accrued daily and been added to the principal balance quarterly in accordance with the terms of the Smith convertible note) was $7,921,804. Interest will continue to accrue and be added to the principal balance in accordance with the terms of the Smith convertible note until the repayment date. The Smith noteholder will not be entitled to any interest that would have otherwise accrued after the repayment date, and will not receive any prepayment fees, additional consideration, premium, make-whole, inducement or other economic advantage beyond repayment of the outstanding principal, and accrued and unpaid interest, owing under the Smith convertible note as of the repayment date.

As disclosed in the circular, representatives of Fluent and Vireo, together with their respective advisers, negotiated the terms of the arrangement agreement and related transaction documentation. Mr. Smith was not involved in the negotiation of the arrangement, disclosed his interest in the repayment of the Smith convertible note to the board and abstained from voting on matters relating to the arrangement.

The Ontario Securities Commission (OSC) has taken the position that, for the purposes of MI 61-101, the repayment of the Smith convertible note is a collateral benefit since Vireo has agreed to repay in full, and terminate, or cause the repayment and termination of, the Smith convertible note at the effective time. As a result, the arrangement is considered to be a business combination in respect of Fluent and, accordingly, the arrangement resolution is subject to minority approval in accordance with MI 61-101. This means that, subject to receipt of discretionary exemptive relief from the OSC, the arrangement resolution must be approved by a majority of the votes cast by all shareholders present in person or represented by proxy, voting as a single class, excluding votes attached to the 1,421,538 proportionate voting shares and 64,189,527 common shares beneficially owned, or over which control or direction is exercised, by Mr. Smith. If such exemptive relief is not obtained, shareholders will instead vote on a class-by-class basis for purposes of minority approval. This minority approval requirement is in addition to the requirement that the arrangement resolution be approved by at least two-thirds of the votes cast by all shareholders present in person or represented by proxy, voting as a single class. Accordingly, the circular is supplemented to indicate that the arrangement is considered to be a business combination in respect of Fluent and all references in the circular to the required shareholder approval of the arrangement resolution are supplemented to include the minority approval described above.

The company will also seek approval from the court for a variation of the interim order to provide for the additional minority approval of the arrangement resolution in accordance with MI 61-101. If obtained, a copy of the court's variation order will be filed by Fluent under its profile on SEDAR+ and will be available on SEDAR+, and will be incorporated by reference into the circular.

In connection with the arrangement, Fluent has applied for exemptive relief from the OSC to enable its common shares and proportionate voting shares to be treated collectively as if they were a single class for the minority approval of the arrangement resolution. Fluent is seeking this relief because separate class votes by the holders of common shares and proportionate voting shares would have the effect of granting disproportionate importance to one class of voting shares over another. There can be no assurance that the requested relief will be granted by the OSC.

Fluent has relied on the exemption from obtaining a formal valuation in accordance with Section 4.4(1)(a) of MI 61-101 as no securities of Fluent are listed or quoted on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the Nasdaq Stock Market, or a stock exchange outside of Canada and the United States, other than the alternative investment market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group PLC.

Neither Fluent nor any director or senior officer, after reasonable inquiry, has knowledge of any prior valuation (as defined in MI 61-101) in respect of Fluent that has been made in the 24 months before the date of this circular.

Fluent has not received any bona fide offers (as contemplated in MI 61-101) during the 24 months preceding the entry into of the arrangement agreement.

No other updates to the circular are required.

Timing

Assuming approval of the arrangement at the meeting, the company will, on Aug. 4, 2026, return to the court to seek a final order to implement the arrangement. The closing of the arrangement is also subject to receipt of all required regulatory approvals, the completion of the Fluent credit equitization and the satisfaction of certain other closing conditions customary in transactions of this nature. Assuming timely receipt of all necessary court, shareholder, regulatory and other third party approvals, the completion of the Fluent credit equitization, and the satisfaction of all other conditions, closing of the arrangement is expected to occur in the fourth quarter of 2026.

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 500 employees across seven cultivation and manufacturing facilities and 34 active retail locations.

Fluent's 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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