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August 21, 2025 – TheNewswire - Vancouver, British Columbia – Fort Technology Inc. (TSXV:FORT) (the “Company”) is pleased to announce that it has closed its previously announced non-brokered private placement (the “Private Placement”) of convertible debentures (the “Convertible Debentures”) at a price of $1,000 per Convertible Debenture for gross proceeds of $5,000,000. The Convertible Debentures will mature on August 21, 2027 (the “Maturity Date”), and bear interest at 10% per annum, payable quarterly with the first payment being for the period from August 21, 2025 to September 30, 2025. At the option of the holder, the principal amount of the Convertible Debentures is convertible into units of the Company (“Unit”), at any time from August 21, 2025 until the Maturity Date at a price equal to $0.185 per Unit. units of the Company (“Units”). 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 until August 21, 2030.

The Private Placement was conducted in reliance upon certain prospectus exemptions. The Convertible Debentures, and the securities issuable upon conversion of the Convertible Debentures, are subject to a hold period until December 22, 2025, 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 loan investment in an arm’s length third party as disclosed in the Company’s news release dated August 11, 2025.

The Company engaged two finders (the “Finders”) in connection with the Private Placement. In consideration for the services provided by the Finders, the Company paid to the Finders an aggregate of $213,600 and issued to the Finders 1,804,054 Common Shares at a price of $0.185 per Common Share.

Jeffs' Brands Ltd ("JFBR"), a Control Person (as such term is defined in the Securities Act (British Columbia) of the Company, acquired an aggregate of 2,200 Convertible Debentures for gross proceeds of $2,200,000, representing approximately 11,891,891 Common Shares on conversion of the Convertible Debentures. Mr. Asaf Itzhaik, a director of the Company, acquired an aggregate of 130 Convertible Debentures for gross proceeds of $130,000, representing approximately 702,703 Common Shares on conversion of the Convertible Debentures. The aforementioned issuances are “related party transactions” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transaction (“MI 61-101”). However, each issuance is exempt from: (i) the valuation requirement of MI 61-101 by virtue of the exemption in Section 5.5(b) of MI 61-101 as no securities of the Company are listed on a market specified in MI 61-101; and (ii) the minority securityholder approval requirement of MI 61-101 by virtue of the exemption in Section 5.7(1)(a) of MI 61-101, as the fair market value of each issuance does not exceed 25% of the Company’s market capitalization.  A material change report was not filed by the Company 21 days before the date of closing of the Private Placement as the level of insider participation in the Private Placement was not known at that time and the Company moved to close the Private Placement as soon as closing conditions were met. In the view of the Company, this was reasonable in the circumstances.

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.

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.