Fort Technology Inc. Announces Debt Settlement Transaction

Executive Summary

• Fort Technology Inc. entered into a debt settlement agreement with related party Jeffs’ Brands Ltd, issuing common shares to settle US$2,462,767 (CAD 3,367,588) of accrued indebtedness.
• The settlement shares are issued at the current market price and will be subject to a four‑month hold period; the transaction is exempt from formal valuation and minority shareholder approval under MI 61‑101.
• Shareholder approval was obtained from disinterested shareholders representing at least 50 % of the non‑Creditor common share pool, satisfying TSX Venture Exchange requirements.

Key Details

• Debt Settlement Amount: US$2,462,767 (CAD 3,367,588) originally incurred by Fort Products Limited (UK subsidiary) and Fort Products LLC (US subsidiary).
• Settlement Shares: Common shares issued to Jeffs’ Brands Ltd at a deemed price equal to the current market price; exact share count not disclosed.
• Hold Period: Issued securities subject to a four‑month + one‑day hold period per applicable securities laws.
• Regulatory Status: Settlement shares are unregistered in the United States and may not be offered or sold there absent registration or an exemption.
• Related‑Party Transaction: Classified as a “related party transaction” under MI 61‑101; exempt from formal valuation and minority approval because the fair market value does not exceed 25 % of market capitalization.
• Shareholder Approval: At TSXV request, approval obtained from disinterested shareholders holding ≥50 % of common shares not owned by the Creditor.
• Assignment Background: Debt was assigned to Fort Technology Inc. via two assignment agreements dated November 12 2025.
• Closing Timeline: Company seeks expedited closing; no material change report filed more than 21 days prior because terms were only recently finalized.

Notable Quotes

• “This settlement enables us to resolve outstanding indebtedness in a timely and efficient manner, strengthening our balance sheet while preserving shareholder value,” – Gabi Kabazo, Chief Executive Officer.