August 5, 2025 – TheNewswire - Vancouver, British Columbia – Fort Technology Inc. (TSXV:FORT) (the “Company”) is pleased to announce a non-brokered private placement of convertible debentures (the “Convertible Debentures”) for proceeds of up to $5,000,000 (the “Private Placement”). The Convertible Debentures will mature on the date that is 2 years from the date of issuance (the “Maturity Date”) and bear interest at 10% per annum, payable quarterly with the first payment being for the period from closing to September 30, 2025. At the option of the holder, the principal amount of the Convertible Debentures is convertible into units of the Company (“Units”) at any time from the date of issuance until the Maturity Date at a price equal to $0.185 per Unit. Each Unit is comprised of one common shares of the Company (“Common Share”) and one common share purchase warrant of the Company (“Warrants”). Each Warrant will entitle the holder thereof to acquire one additional Common Share (“Warrant Share”) at an exercise price of $0.185 per Warrant Share for five years after the date of issuance of the Convertible Debentures.

The Company may engage one or more agents or finders in connection with the Private Placement and may pay such parties fees as may be agreed between the Company and such parties, which is expected to be comprised of (i) cash fees of up to 8.0% of the aggregate proceeds raised from the Convertible Debentures sold to investors introduced by such finders, and (ii) Common Shares equal to up to 12.5% of the aggregate proceeds raised from the Convertible Debentures sold to investors introduced by such finders divided by the market price of the Common Shares on the date of the announcement announcing the Private Placement, being $0.185 per Common Share, for a maximum number of Common Shares issuable to such finders equal to 3,378,378 Common Shares.

The Private Placement will be conducted in reliance upon certain prospectus exemptions. The Convertible Debentures, and the securities issuable upon conversion of the Convertible Debentures, will be subject to a hold period in compliance with applicable securities laws and the rules of the TSX Venture Exchange. The net proceeds from the Private Placement will be used for general working capital requirements and a potential loan investment in an arm’s length third party.

A related party to the Company, being Jeffs' Brands Ltd ("JFBR"), is anticipated to be participating in the Private Placement. The issuance of Convertible Debentures to related party is considered to be a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 – Protection of Minority Security Holders in Special Transactions (“Policy 5.9”) and Multilateral Instrument 61-101 - Protection of Minority Security Holder in Special Transactions ("MI 61-101"). The Company anticipates that it will rely on the exemptions from the formal valuation and minority shareholder approval requirement of MI 61-101 and Policy 5.9 as the fair market value of the Convertible Debentures to be issued to JFBR will not exceed 25% of the Company's market capitalization.

The closing of the Private Placement is expected to occur on such date or dates as the Company may determine, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including approval from the TSX Venture Exchange.

As of the date of this press release, to the knowledge of the management of the Company, there is no material fact or material change in relation to the Company that has not been generally disclosed.

About the Company

Fort Technology Inc. operates a business as an established manufacturer and seller specializing in a range of amateur and professional products for the pest control and remedial repair industry. Fort Technology Inc.’s material subsidiary, Fort Products Limited’s experience commenced since the establishment of its material subsidiary, in 2005 within the pest control industry and it prides itself on the technical knowledge received in nearly 20 years.

Additional Information for Shareholders

For further information, please contact:

 

Gabi Kabazo
Chief Executive Officer

Fort Technology Inc.
Telephone: (604) 833-6820
Email: ir@impactacquisitions.net

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions, and includes, but is not limited to, statements regarding the use of proceeds of the Private Placement, the payment of finders fees, and approval from the TSX Venture Exchange.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company’s management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the potential impact of the consummation of the Private Placement on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with government regulation. This forward-looking information may be affected by risks and uncertainties in the business of the Company and market conditions. Additional information identifying risks and uncertainties are contained in the filings by the Company with the Canadian securities regulators, which filings are available at www.sedarplus.ca.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

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