Mr. Gabi Kabazo reports
FORT TECHNOLOGY INC. ANNOUNCES CLOSING OF DEBT SETTLEMENT TRANSACTION
Further to its news release dated Dec. 24, 2025, Fort Technology Inc. has completed the debt settlement with Jeffs Brands Ltd. (the creditor), a control person of the company, pursuant to the debt settlement agreement dated Dec. 24, 2025, between the company and the creditor, whereby the company issued to the creditor and the creditor accepted 3,401,603 common shares of the company at a deemed price per share of 99 cents, in full and final settlement of accrued and outstanding indebtedness in the aggregate amount of $2,462,767 (U.S.), being
$3,367,587.60 (Canadian) as converted using the Bank of Canada exchange rate on Dec. 24, 2025
(1:1.3674). The debt was originally incurred by Fort Products Ltd., the company's wholly owned United Kingdom subsidiary, and Fort Products LLC, the company's wholly owned U.S. subsidiary, and was assigned to the company pursuant to two assignment agreements each dated Nov. 12, 2025.
All securities issued under the debt settlement are subject to a hold period expiring on May 1, 2026, pursuant to applicable securities laws.
The company issued the settlement shares pursuant to the debt settlement to the creditor, a related party of the company, in this case constituting a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the issuance of the settlement shares to the creditor in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the debt settlement, being $2,462,767 (U.S.), nor the securities issued in connection therewith, being $2,381,122.10 (Canadian) (calculated by 3,401,603 settlement shares multiplied by 70 cents, being the closing price of the common shares of the company on the date of issuance, being 70 cents on Dec. 31, 2025), exceeded 25 per cent of the company's market capitalization.
At the request of the TSX Venture Exchange, the company obtained approval from disinterested shareholders representing at least 50 per cent of the common shares of the company not held by the creditor. The issuance of the settlement shares remains subject to the final approval of the TSX Venture Exchange.
About Fort Technology Inc.
Fort Technology operates a business as an established manufacturer and seller specializing in a range of amateur and professional products for the pest control and remedial repair industry. Fort Technology's material subsidiary, Fort Products, commenced its experience since the establishment of its material subsidiary in 2005 within the pest control industry and it prides itself on the technical knowledge received in nearly 20 years.
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