Fort Technology Inc. Announces Convertible Debenture Financing

Executive Summary

• Fort Technology Inc. announced a non-brokered private placement of convertible debentures with gross proceeds of up to $5,000,000.
• The debentures carry a 10% annual interest rate, payable quarterly, and mature in two years.
• The transaction involves a related party participant (Jeffs' Brands Ltd) and is subject to TSX Venture Exchange approval.

Key Details

• Instrument: Non-brokered private placement of convertible debentures.
• Gross Proceeds: Up to $5,000,000.
• Maturity: 2 years from the date of issuance.
• Interest Rate: 10% per annum, payable quarterly.
• Conversion Price: $0.185 per Unit.
• Conversion Terms: Holders may convert principal into Units at any time until maturity.
• Unit Composition: Each Unit consists of one Common Share and one Common Share Purchase Warrant.
• Warrant Terms: Each Warrant entitles the holder to acquire one additional Common Share at an exercise price of $0.185 per Warrant Share for five years after issuance.
• Finder’s Fees:
  • Cash fees of up to 8.0% of aggregate proceeds raised from investors introduced by finders.
  • Common Shares equal to up to 12.5% of aggregate proceeds raised from investors introduced by finders, divided by the market price on the announcement date ($0.185), resulting in a maximum of 3,378,378 Common Shares issuable to finders.
• Use of Proceeds: General working capital requirements and a potential loan investment in an arm’s length third party.
• Related Party Transaction: Jeffs' Brands Ltd ("JFBR") is anticipated to participate. The issuance is considered a related party transaction under TSXV Policy 5.9 and MI 61-101. The Company relies on exemptions from formal valuation and minority shareholder approval as the fair market value of debentures issued to JFBR will not exceed 25% of the Company's market capitalization.
• Closing Conditions: Subject to receipt of all necessary approvals, including approval from the TSX Venture Exchange.
• Hold Period: Securities are subject to a hold period in compliance with applicable securities laws and TSXV rules.

Notable Quotes

• No direct quotes from the CEO/President were included in the provided text.