Mr. Marcello Leone reports

FORTE GROUP CLOSES STRATEGIC INITIATIVES AIMED AT STRENGTHENING FINANCIAL POSITION

Further to the news release dated July 17, 2025, Forte Group Holdings Inc. has closed a series of initiatives designed to strengthen its financial position, including a non-brokered private placement financing, consisting of the issuance of an aggregate of 8.7 million units of the company at a price of five cents per unit for aggregate gross proceeds of $435,000, and a debt settlement (as defined below).

Private placement

Each unit consists of one common share in the capital of the company and 0.59 transferable common share purchase warrant of the company, with each warrant entitling the holder to acquire one additional share at a price of 6.5 cents per warrant share for a period of two years from the date of closing of the private placement.

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 are subject to a statutory hold period expiring on Dec. 9, 2025.

Proposed debt settlement

In line with its continued efforts to strengthen its balance sheet, the company has settled debt totalling $504,119.47 owed to certain creditors of the company in consideration for the issuance of 3,360,791 units of the company at a deemed price of 15 cents per debt settlement unit.

Each debt settlement unit consists of one share and 0.59 transferable common share purchase warrant, with each debt settlement warrant exercisable to purchase one additional share at an exercise price of 6.5 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 are subject to a statutory hold period expiring on Dec. 9, 2025.

The debt settlement with Marcello Leone is a related-party transactions within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The insider settlement is exempt from the valuation requirement of MI 61-101 by virtue of the exemptions contained in Section 5.5(b) of MI 61-101 as the company's common shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(a) of MI 61-101 in that the fair market value of the insider settlement will not exceed 25 per cent of the company's market capitalization. As the material change report disclosing the insider settlement is being filed fewer than 21 days before the transaction, there is a requirement under MI 61-101 to explain why the shorter period was reasonable or necessary in the circumstances. In the view of the company, it is necessary to immediately close the insider settlement, and, therefore, such shorter period is reasonable and necessary in the circumstances to improve the company's financial position.

About Forte Group Holdings Inc.

Forte Group is a next-generation beverage and nutraceutical company focused on longevity and human performance. Through its Trace brand and private label partnerships, Forte Group develops and manufactures a portfolio of alkaline and mineral-enriched beverages and nutraceutical supplements. Headquartered in British Columbia, Canada, the company 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. Forte Group delivers wellness-driven products through traditional retail and e-commerce channels, providing consumers with innovative solutions to support long-term vitality and well-being.

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