Forte Group closes financing, debt settlement

Executive Summary

• Forte Group closed a $625,000 non‑brokered private placement (2.5 M units at $0.25 each) and used proceeds for working capital and payables.
• The company settled $2.5 M of debt by issuing 8,771,919 settlement units (share + warrant) and entered multiple convertible loan agreements totaling ~$785 K in principal plus interest.
• Shareholder approval was obtained for a potential up‑to‑25‑for‑1 share consolidation; the board retains discretion over ratio and timing.

Key Details

• Private Placement: 2,500,000 units @ $0.25 per unit → gross proceeds $625,000. Each unit = 1 common share + 1 transferable warrant (exercise price $0.30, expires 2027‑10‑01). Finder’s fee paid: $1,500. Net proceeds earmarked for working capital and outstanding/payable obligations. Hold period on securities until 2026‑02‑02.
• Debt Settlement: $2,500,000 debt extinguished in exchange for 8,771,919 settlement units (share + warrant). Settlement unit price deemed $0.285 per unit. Warrants exercisable at $0.30 until 2027‑10‑01. Hold period until 2026‑02‑02.
• Related‑Party Transactions: Settlements involve entities owned by CEO, CFO, and directors; exempt from MI 61‑101 valuation and minority approval thresholds (≤25 % market cap). Company filed a material change report <21 days with justification for expedited closing.
• Convertible Loan Agreements (Naturo Group): Two unsecured convertible debentures, total principal & fees $427,842.90, interest 15 % per annum (daily), maturity 2027‑10‑01. Lenders may convert at $0.25 per unit (share + warrant). Warrants exercisable at $0.25 until 2028‑10‑01. Hold period until 2026‑02‑02.
• Secured Promissory Notes Amendment: Two secured convertible debentures, aggregate principal $357,254.68 (including accrued interest), interest 15 % per annum, maturity 2026‑12‑31, secured against all Naturo assets. Conversion price $0.25 per unit; warrants exercisable at $0.25 until 2028‑10‑01. Hold period until 2026‑02‑02.
• Convertible Debenture Amendment (Pending): Intended amendment of a $500,000 principal debenture (plus $94,904.14 accrued interest). New terms: interest 8 % per annum, maturity 2026‑12‑31, conversion price $0.25 per unit, warrants exercisable at $0.25 for three years from issuance. Not yet closed; securities would have a four‑month‑plus‑one‑day hold period.
• Potential Share Consolidation: Shareholder consent obtained from holders of ~51.76 % of shares authorizing up to a 25‑for‑1 consolidation. Board may set lower ratio or forego consolidation, subject to CSE approval, within one year of 2025‑09‑17.

Notable Quotes

• No executive quotations were provided in the release.