Mr. Marcello Leone reports

FORTE GROUP ANNOUNCES INITIATIVES TO STRENGTHEN FINANCIAL POSITION

Forte Group Holdings Inc. has a series of initiatives aimed at strengthening its financial position, including a non-brokered private placement financing, consisting of the issuance of an aggregate of 2.9 million units of the company, at a price of 15 cents per unit, for aggregate gross proceeds of up to $435,000 and a debt settlement (as defined below).

Private placement

Each unit will consist of one common share in the capital of the company and 0.53 transferable common share purchase warrant of the company, with each warrant entitling the holder to acquire one additional share at a price of 15 cents per warrant share for a period of two years from the date of closing.

Closing of the private placement is anticipated to occur on or about July 22, 2025, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, and subject to addressing any comments received from the Canadian Securities Exchange during a five business day period from the date of this news release in accordance with their policies.

The net proceeds of the private placement are intended to be used for general working capital and outstanding payables. The securities issued under the private placement will be subject to a statutory hold period expiring four months and one day from the date of issuance.

Proposed debt settlement

In line with its continued efforts to strengthen its balance sheet, the company intends to settle debt totalling $1,443,717.85 owed to certain creditors of the company in consideration for the issuance of an aggregate 9,624,786 units of the company at a deemed price of 15 cents per debt settlement unit.

Each debt settlement unit will consist of one share and 0.53 transferable common share purchase warrant, with each debt settlement warrant exercisable to purchase one additional common share of the company at an exercise price of 15 cents per debt settlement warrant share for a period of two years from the date of closing of the debt settlement. The securities issued under the debt settlement will be subject to a statutory hold period expiring four months and one day from the date of issuance.

Closing of the debt settlement is anticipated to occur on or about July 22, 2025, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, and subject to addressing any comments received from the Canadian Securities Exchange during a five business day period from the date of this news release in accordance with their policies.

Insiders may participate in the private placement and the debt settlement, and such participation may constitute a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the private placement and debt settlement by insiders will not exceed 25 per cent of the fair market value of the company's market capitalization. No finders' fees are expected to be payable in connection with the private placement.

Unsecured promissory notes

The company also announces that it received aggregate proceeds of $342,500 through the issuance of unsecured promissory notes to certain lenders, including $57,500 advanced by related parties. The related party loans bear interest at a rate of 8 per cent per annum. The remaining loans include $225,000 bearing interest at 8 per cent per annum and $50,000 bearing interest at 12 per cent per annum. All loans have a term of 12 months from the date of execution and may be repaid at any time, in whole or in part, without penalty or premium.

The company further announces that its wholly owned subsidiary, Naturo Group Enterprises Inc., received aggregate gross proceeds of $81,000, including $31,000 advanced by related parties. These loans bear interest at a rate of 8 per cent per annum, have a term of 12 months from the date of execution and may be repaid at any time, in whole or in part, without penalty or premium.

The proceeds of the unsecured promissory note loans are intended to be used for general working capital and outstanding payables.

About Forte Group Holdings Inc.

Forte Group is a diversified lifestyle and wellness consumer packaged goods company. Forte Group develops and manufactures a range of alkaline and mineral-enriched beverages and nutraceutical supplements for both its Trace brand and private-label clients. Based in British Columbia, Canada, Forte Group owns a pristine natural alkaline spring water aquifer and operates a 40,000-square-foot, Health Canada- and HACCP-certified manufacturing facility near Osoyoos, B.C. The company's distribution network includes traditional retail and e-commerce channels, delivering wellness-focused products directly to consumers through its innovative offerings.

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