Mr. Marcello Leone reports

FORTE GROUP ANNOUNCES EQUITY INCENTIVE GRANTS AND WARRANT AMENDMENTS

Forte Group Holdings Inc. has granted stock options and restricted share units to certain directors, officers and consultants of the company, effective Oct. 10, 2025, in accordance with its omnibus equity incentive plan (OEIP) dated Jan. 4, 2024.

Stock options

The company granted a total of 1,945,000 stock options at an exercise price of 20 cents per share. The stock options vest immediately on the grant date and have a two-year term expiring on Oct. 10, 2027.

Restricted share units

The company also granted a total of 2,445,000 RSUs to directors, officers and consultants of the company. The RSUs shall vest as follows:

• 25 per cent on Feb. 11, 2026;
• 25 per cent on the date that is six months from the grant date;
• 25 per cent on the date that is nine months from the grant date;
• 25 per cent on the date that is 12 months from the grant date.

All securities are subject to a statutory hold period of four months and one day from the grant date, in compliance with applicable stock exchange policies.

In accordance with Section 6.5(6)(c) of Canadian Securities Exchange Policy 6, equity grants issued by the company under the plan will not be greater than: (i) 5 per cent of the issued and outstanding shares to any individual; or (ii) 10 per cent in total in the next 12 months.

The stock option and RSU grants to Dallas Pretty, Howard Blank, Richard Coleman and John Campbell are related party transactions within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The insider grants are 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 grants do not exceed 25 per cent of the company's market capitalization. As the material change report disclosing the insider grants is being filed less 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 grants, and, therefore, such shorter period is reasonable and necessary in the circumstances to improve the company's financial position.

Warrant amendments

The company also announces the extension and repricing of an aggregate of 1,152,937 common share purchase warrants to a revised expiry date of June 19, 2027, and a revised exercise price of 20 cents per repriced warrant, effective Oct. 11, 2025. Under the policies of the CSE, the warrant repricing is subject to the unanimous consent of the registered holders of the outstanding repriced warrants. The repriced warrants had an original exercise price of 60 cents and an expiry date of June 19, 2026.

Management believes that the extension and repricing of the repriced warrants are consistent with the company's broader capital strategy, which is focused on strengthening its financial position and providing additional flexibility to support growth and corporate development initiatives. By aligning the warrant terms with current market pricing, the company seeks to provide warrantholders with an extended opportunity to participate in its long-term objectives while creating potential for internally generated financing within its existing capital structure.

As the warrant repricing will result in an exercise price lower than the market price of the company's common shares on the date the warrants were issued, CSE policies require that, if following the warrant repricing, for any 10 consecutive trading days, the closing price of the company's common shares on the CSE exceeds the amended exercise price by 25 per cent, the term of the repriced warrants must be amended to 30 days. The amended expiry date will be announced by the company by press release and the 30-day period will commence seven days from the end of the 10-consecutive-trading-day period referred to above.

About Forte Group Holdings Inc.

Forte Group Holdings 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 (hazard analysis and critical control point) 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.

We seek Safe Harbor.