Jeffs' Brands Ltd - Early Warning Regarding Acquisition Of Common Shares In Connection With Shares For Debt Transaction Of Fort Technology Inc.

Executive Summary

• Jeffs’ Brands Ltd converted USD 2,462,767 of outstanding debt into 3,401,603 common shares of Fort Technology Inc. at a deemed issue price of $0.99 per share.
• The transaction increased Jeffs’ Brands’ ownership to approximately 77.83% on a non‑diluted basis (84.33% partially diluted) following a recent 7‑for‑1 share consolidation.
• The debt settlement triggered the filing of an early warning report under NI 62‑103, but Jeffs’ Brands disclosed no immediate plans to acquire additional securities or dispose of its holdings.

Key Details

• Debt Settlement Amount: USD 2,462,767 (CAD 3,367,587.60 based on Bank of Canada rate as of 2025‑12‑24).
• Shares Issued: 3,401,603 common shares at a deemed price of $0.99 per share, issued from treasury with TSXV Venture Exchange and disinterested shareholder approvals (≥50% of non‑Jeffs’ Brands shares).
• Pre‑Settlement Ownership (post‑consolidation): Jeffs’ Brands held 14,285,714 shares + 9,428,571 contingent rights → ~75.02% non‑diluted, 83.29% partially diluted.
• Post‑Settlement Ownership: 17,687,317 shares + 9,428,571 contingent rights → ~77.83% non‑diluted, 84.33% partially diluted.
• Contingent Rights: 9,428,571 rights exercisable into an equal number of shares upon meeting predetermined milestones.
• Share Consolidation: Completed on 2025‑10‑01 at a ratio of 7 pre‑consolidation shares to 1 post‑consolidation share; all share counts adjusted accordingly.
• Purpose of Holdings: Investment; no current plan to acquire additional securities or dispose of holdings, though future actions may depend on market conditions and other factors.
• Regulatory Filing: Early warning report filed as required by National Instrument 62‑103 (Early Warning System).

Notable Quotes

(No executive quotes were included in the release.)