Fort Technology Inc. Announces Debt Settlement Transaction

Executive Summary

• Fort Technology Inc. entered into a debt settlement agreement to extinguish US$2.46 million (CAD$3.37 million) of accrued indebtedness by issuing common shares to Jeffs’ Brands Ltd, a control person and related party.
• The Settlement Shares will be issued at the current market price and are subject to a four‑month‑plus hold period under securities law.
• Shareholder approval was obtained from disinterested shareholders representing at least 50 % of the non‑Creditor common shares, satisfying TSX Venture Exchange requirements.

Key Details

• Debt Settlement Amount: US$2,462,767 (CAD$3,367,587.60 based on Bank of Canada rate as of Dec 24, 2025).
• Counterparty: Jeffs’ Brands Ltd (Creditor and related party).
• Consideration: Issuance of common shares (“Settlement Shares”) at a deemed price equal to the current market price per share.
• Hold Period: Settlement Shares subject to a four‑months‑and‑a‑day hold period pursuant to applicable securities laws.
• Regulatory Status: Shares not registered under the U.S. Securities Act of 1933; cannot be offered or sold in the United States absent registration or an exemption.
• Related Party Transaction: Treated as a “related party transaction” under MI 61‑101; exempt from formal valuation and minority shareholder approval because the fair market value does not exceed 25 % of market capitalization.
• Shareholder Approval: Obtained from disinterested shareholders representing ≥50 % of common shares not held by the Creditor, as requested by the TSX Venture Exchange.
• Subsidiary Origin: Debt originally incurred by Fort Products Limited (UK) and Fort Products LLC (U.S.) and assigned to Fort Technology Inc. on Nov 12, 2025.

Notable Quotes

“The settlement allows us to resolve outstanding indebtedness efficiently while preserving the company’s financial flexibility,” – Gabi Kabazo, Chief Executive Officer.