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 settle US$2,462,767 (CAD 3,367,587.60) of accrued indebtedness.
• The settlement shares are subject to a hold period until May 1 2026 and have not been registered for sale in the United States.
• TSX Venture Exchange approval from disinterested shareholders (≥50% of non‑Creditor holdings) was obtained; final TSXV approval is still pending.

Key Details

• Debt Settlement Amount: US$2,462,767 (CAD 3,367,587.60 using 1:1.3674 exchange rate).
• Shares Issued: 3,401,603 common shares (“Settlement Shares”).
• Deemed Share Price: $0.99 per share (US) / CAD 0.70 per share (based on closing price on Dec 31 2025).
• Origin of Debt: Incurred by Fort Products Limited (UK subsidiary) and Fort Products LLC (U.S. subsidiary), assigned to the parent company via agreements dated Nov 12 2025.
• Hold Period: Shares subject to a lock‑up expiring May 1 2026 under 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 exemption.
• Related Party Transaction: Issuance qualifies as a “related party transaction” under MI 61‑101; company exempt from formal valuation and minority shareholder approval because fair market value did not exceed 25% of market cap.
• Shareholder Approval: Disinterested shareholders representing at least 50% of non‑Creditor common shares approved the issuance at TSXV’s request.
• Pending Items: Final approval by the TSX Venture Exchange remains required.

Notable Quotes

(No direct quotes were provided in the release.)