(TheNewswire)
December 24, 2025 – Vancouver,
British Columbia – Fort Technology Inc.
(TSXV:FORT) (the “Company”) is pleased to announce that it has
entered into a debt settlement agreement dated December 24, 2025 (the
“Debt Settlement
Agreement”), with Jeffs’ Brands Ltd (the
“Creditor), a control person of the Company, whereby the Company
agreed to issue to the Creditor and the Creditor agreed to accept
common shares of the Company (the “Settlement Shares”)
at a deemed price per share equal to the current market price, in full
and final settlement of accrued and outstanding indebtedness in the
aggregate amount of US$2,462,767.00 (the “Debt”), being
CAD$3,367,587.60
as converted using the Bank of Canada exchange rate on December
24, 2025 (the “Debt
Settlement”). The Debt was originally incurred
by Fort Products Limited, the Company’s wholly owned UK subsidiary,
and Fort Products LLC, the Company’s wholly-owned US subsidiary, and
was assigned to the Company pursuant to two assignment agreements each
dated November 12, 2025.
All securities to be issued under the Debt Settlement
will be subject to a four months and a day hold period pursuant to
applicable securities laws. The offered securities have not been
registered under the U.S. Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements. This news
release shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the securities in any
state in which such offer, solicitation or sale would be
unlawful.
The Company will issue Settlement Shares pursuant to
the Debt Settlement to the Creditor, a “related party” of the
Company, in this case constituting a “related party transaction”
as defined under Multilateral Instrument 61-101 – Protection of Minority Securityholders in
Special Transactions (“MI 61-101”). The
Company is exempt from the requirements to obtain a formal valuation
and minority shareholder approval in connection with the participation
of the Creditor in the Debt Settlement in reliance on sections 5.5(a)
and 5.7(1)(a) of MI 61-101, as neither the fair market value of the
Debt Settlement nor the securities issued in connection therewith is
anticipated to exceed 25% of the Company’s market capitalization.
The Company did not file a material change report more than 21 days
before the expected closing of the Debt Settlement as the details of
the Debt Settlement and the participation by the Creditor were not
settled until recently and the Company wishes to close the transaction
on an expedited basis for sound business reasons.
At the request of the TSX Venture Exchange (the
“TSXV”), the Company obtained approval from disinterested
shareholders representing at least 50% of the common shares of the
Company not held by the Creditor.
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.
This news release contains forward
looking information or statements within the meaning of applicable
securities laws, which may include, without limitation, statements
relating to the technical, financial, and business prospects of the
Company, its assets and other matters. All statements in this news
release, other than statements of historical facts, that address
events or developments that the Company expects to occur, are forward
looking information or statements. Although the Company believes the
expectations expressed in such forward-looking information or
statements are based on reasonable assumptions, such statements are
not guarantees of future performance and actual results may differ
materially from those in the forward-looking information or
statements. Such statements and information are based on numerous
assumptions regarding present and future business strategies and the
environment in which the Company will operate in the future, the
ability to achieve its goals, expected costs and timelines to achieve
the Company’s goals, that general business and economic conditions
will not change in a material adverse manner, and that financing will
be available if and when needed and on reasonable terms. Such forward
looking information or statements reflects the Company’s views with
respect to future events and is subject to risks, uncertainties and
assumptions, including the risks and uncertainties included in in
documents filed under the Company’s profile on SEDAR+ at
www.sedarplus.ca. While such estimates and assumptions are considered
reasonable by the management of the Company, they are inherently
subject to significant business, economic, competitive, and regulatory
uncertainties and risks. Factors that could cause actual results to
differ materially from those in forward looking information or
statements include, but are not limited to, obtaining the requisite
regulatory and stock exchange approvals, continued availability of
capital and financing and general economic, market or business
conditions, failure to compete effectively with competitors, failure
to maintain or obtain all necessary permits, approvals and
authorizations, failure to comply with applicable laws, including
environmental laws, risks relating to unanticipated operational
difficulties. The Company does not undertake to update forward looking
statements or forward-looking information, except as required by
law.
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