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VANCOUVER, BRITISH COLUMBIA / ACCESS Newswire / February 25, 2025 / Forte Group Holdings Inc. (CSE:FGH)(OTC:FGHFF)(FSE:7BC0, WKN:A40L1Z)("Forte Group" or the "Company"), a diversified lifestyle and wellness consumer packaged goods company, announces that, effective February 24, 2025, it has closed its previously announced non-brokered private placement financing (the "Private Placement"), further to its news release dated February 14, 2025. The Private Placement consisted of the issuance of an aggregate of 200,000 common shares of the Company (the "Shares") at a price of $0.60 per Share, for total gross proceeds of $120,000. The Shares are subject to a statutory hold period, expiring on June 25, 2025.
The Company intends to use the proceeds of the Private Placement for general working capital and outstanding payables.
This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act.
Conversion of Promissory Notes
The Company also announces that, further to its news release dated February 14, 2025, it has converted an aggregate principal amount of $29,000 in secured promissory notes, which were secured against its property near Bridesville, British Columbia, and issued by Naturo Group Enterprises Inc., into common shares to an arm's-length holder at a price of $0.48 per common share, resulting in the issuance of 60,416 common shares (the "Shares for Debt"). All common shares issued in connection with the Shares for Debt will be subject to a statutory hold period, expiring on June 25, 2025.
None of the securities issued pursuant to the Shares for Debt have been or will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.
About Forte Group Holdings Inc.
Forte Group Holdings Inc. (CSE:FGH)(OTC:FGHFF)(FSE:7BC0, WKN:A40L1Z) is a diversified lifestyle and wellness consumer packaged goods company. Forte Group develops and manufactures a range of alkaline and mineral-enriched beverages and nutraceutical supplements for both its TRACE brand and private-label clients. Based in British Columbia, Canada, Forte Group owns a pristine natural alkaline spring water aquifer and operates a 40,000-square-foot, Health Canada and HACCP-certified manufacturing facility near Osoyoos, British Columbia. The Company's distribution network includes traditional retail and e-commerce channels, delivering wellness-focused products directly to consumers through its innovative offerings.
On behalf of the Board of Directors:
Marcello Leone, Chief Executive Officer and Director
info@fortegroup.co
604-569-1414
Disclaimer for Forward-Looking Information
This news release contains forward-looking statements within the meaning of applicable securities laws. These forward-looking statements include, but are not limited to, statements regarding the completion and timing of the Private Placement and Shares for Debt, the intended use of proceeds from the Private Placement for general working capital and outstanding payables, and the potential impacts of these transactions on the Company's financial position. Forward-looking statements reflect management's current beliefs, expectations, and assumptions as of the date of this release and are subject to significant risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied in such statements. These risks and uncertainties include, but are not limited to: the Company's ability to successfully utilize the proceeds from the Private Placement as intended; the potential impact of regulatory approvals and compliance requirements; risks related to market and economic conditions; the Company's ability to manage outstanding payables and ongoing financial obligations; the ability to maintain sufficient liquidity; fluctuations in consumer demand for the Company's products; potential delays or obstacles in completing securities issuances, including the Shares for Debt; risks associated with securing and maintaining financing; competitive pressures within the industry; and potential supply chain disruptions. There is no assurance that the forward-looking statements will prove to be accurate, and actual results and future events could differ materially. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities laws. Investors should refer to the Company's public filings available on SEDAR+ for a more comprehensive discussion of these risks and other potential factors that could affect the Company's operations and financial performance.
Contact Information
Marcello Leone
Chief Executive Officer, Director
info@fortegroup.co
604-569-1414
SOURCE: Forte Group Holdings
