Fort Technology Inc. Announces Closing of Debt Settlement Transaction

Executive Summary

• Fort Technology Inc. completed a debt settlement with Jeffs’ Brands Ltd., issuing 3,401,603 common shares at a deemed price of $0.99 per share to extinguish US$2,462,767 (CAD 3,367,587.60) of accrued indebtedness.
• The settlement resolves obligations originally incurred by the Company’s UK and US subsidiaries and is subject to a hold period expiring May 1 2026 and final TSX Venture Exchange approval.
• The transaction does not require minority shareholder approval under MI 61‑101 because the fair market value of the consideration represents less than 25% of Fort Technology’s market capitalization.

Key Details

• Debt Settlement Amount: US$2,462,767 (CAD 3,367,587.60 using the Bank of Canada rate on Dec 24 2025).
• Shares Issued: 3,401,603 common shares (“Settlement Shares”).
• Deemed Share Price: $0.99 per share (based on a closing price of $0.70 on Dec 31 2025, resulting in a fair‑market value of CAD 2,381,122.1).
• Hold Period: Settlement Shares are subject to a lock‑up expiring May 1 2026 pursuant to applicable securities laws.
• Regulatory Status: Shares not registered under the U.S. Securities Act; cannot be offered or sold in the United States absent registration or an exemption.
• Related Party Transaction: Creditor (Jeffs’ Brands Ltd.) is a control person of Fort Technology; transaction qualifies as a “related party transaction” under MI 61‑101.
• Exemption from Valuation/Minority Approval: Company relied on sections 5.5(a) and 5.7(1)(a) of MI 61‑101 because the consideration does not exceed 25% of market cap.
• Shareholder Approval: Disinterested shareholders representing at least 50% of non‑Creditor shares approved the issuance at the request of the TSX Venture Exchange.
• Final Exchange Approval: Issuance remains subject to final approval by the TSX Venture Exchange.

Notable Quotes

• “The settlement resolves a significant debt obligation and positions Fort Technology for continued operational focus,” – Gabi Kabazo, Chief Executive Officer.