THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, BC / ACCESS Newswire / October 2, 2025 / Forte Group Holdings Inc. (CSE:FGH)(OTC:FGHFF)(FSE:7BC0, WKN:A40L1Z)("Forte Group" or the "Company"), a next-generation beverage and nutraceutical company focused on longevity and human performance, announces that, further to its news releases dated August 28, 2025 and September 8, 2025, it has, effective October 1, 2025, closed a series of initiatives aimed at strengthening its financial position and capital structure, including a non-brokered Private Placement financing (as defined below), a Debt Settlement (as defined below), the issuance of two Convertible Loans (as defined below), and the issuance of the Amended Loans (as defined below). The Company also provides an update on the status of an amendment to a Convertible Debenture (as defined below) and confirms the receipt of majority shareholder approval for a potential Consolidation (as defined below).
Private Placement
The Company has closed a non-brokered private placement financing (the "Private Placement") consisting of the issuance of an aggregate of 2,500,000 units of the Company (each, a "Unit"), at a price of $0.25 per Unit for aggregate gross proceeds of $625,000. Each Unit consists of one common share in the capital of the Company (each, a "Share") and one transferable common share purchase warrant of the Company (each, a "Warrant"), with each Warrant entitling the holder to acquire one additional Share (each, a "Warrant Share") at a price of $0.30 per Warrant Share until October 1, 2027.
In connection with closing of the Private Placement, the Company paid a finder's fee of $1,500 to an eligible arm' s length finder.
The net proceeds from the Private Placement are intended to be used for general working capital purposes, as well as to address outstanding and anticipated payables. The securities issued under the Private Placement will be subject to a statutory hold period, expiring on February 2, 2026, in accordance with applicable securities laws.
Debt Settlement
In line with its continued efforts to strengthen its balance sheet, the Company has settled debt totaling $2,500,000owed to certain creditors of the Company in consideration for the issuance of 8,771,919 units of the Company (each, a "Debt Settlement Unit") at a deemed price of $0.285 per Debt Settlement Unit (the "Debt Settlement").
Each Debt Settlement Unit consists of one common share of the Company and one transferable common share purchase warrant (each a "Debt Settlement Warrant"), with each Debt Settlement Warrant exercisable to purchase one additional Share (each,a "Debt Settlement Warrant Share") at an exercise price of $0.30 per Debt Settlement Warrant Share until October 1, 2027. The securities issued under the Debt Settlement are subject to a statutory hold period expiring on February 2, 2026, in accordance with applicable securities laws.
The Private Placement with a corporation owned by the Chief Executive Officer and the Debt Settlements with three directors, a corporation owned by the Chief Executive Officer, a corporation owned by the Chief Financial Officer, and a corporation owned by a director (the "Insider Settlements") are "related party transactions" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Insider Settlements are exempt from the valuation requirement of MI 61-101 by virtue of the exemptions contained in section 5.5(b) of MI 61-101 as the Company's common shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(1)(a) of MI 61-101 in that the fair market value of the Insider Settlement will not exceed 25% of the Company's market capitalization. As the material change report disclosing the Insider Settlements are being filed less than 21 days before the transaction, there is a requirement under MI 61-101 to explain why the shorter period was reasonable or necessary in the circumstances. In the view of the Company, it is necessary to immediately close the Insider Settlements and therefore, such shorter period is reasonable and necessary in the circumstances to improve the Company's financial position.
Convertible Loan Agreements
The Company also announces that it has entered into two unsecured convertible debenture agreements for amounts owing by its wholly-owned subsidiary, Naturo Group Enterprises Inc. ("Naturo Group") (together, the "Convertible Loan Agreements") with two lenders who previously advanced funds to Naturo Group pursuant to purchase order facilitation arrangements. The aggregate principal and lending fees outstanding under the Convertible Loan Agreements is USD$427,842.90 (the "Convertible Loans"). The Convertible Loans bear interest at a rate of 15% per annum, calculated daily, and mature on October 1, 2027.
At any time during the term of the Convertible Loans, the lenders may elect to convert the outstanding principal and any accrued and unpaid interest thereon into units of the Company (each, a "ConvertibleLoan Unit") at a deemed price of $0.25 per Convertible Loan Unit. Each Convertible Loan Unit shall consist of one common share of the Company and one transferable common share purchase warrant (a "ConvertibleLoan Warrant"). Each Convertible Loan Warrant shall entitle the lenders to acquire one additional common share of the Company (a "ConvertibleLoan Warrant Share") at an exercise price of $0.25 per Convertible Loan Warrant Share until October 1, 2028.
All securities issued pursuant to the Convertible Loan Agreements will be subject to a statutory hold period expiring on February 2, 2026, in accordance with applicable securities laws.
Secured Promissory Notes Amendment
The Company also announces that it has entered into two secured convertible debenture agreements for an aggregate principal amount of $357,254.68 (the "Amended Loans") in respect of amounts owing by Naturo Group pursuant to previously entered into secured promissory note agreements (the "Secured Promissory Notes") with arm's-length third parties (the "Secured Note Holders") in the principal amount of up to $336,000 and accrued interest of $21,254.68, for an aggregate of $357,254.68. The Amended Loans will mature on December 31, 2026, bear interest at a rate of 15% per annum, calculated daily, and are secured against all present and future assets of Naturo Group.
At any time during the term of the Amended Loans, the Secured Note Holders may elect to convert the outstanding principal and any accrued and unpaid interest thereon into units of the Company (each, a "Amended Loan Unit") at a deemed price of $0.25 per Amended Loan Unit. Each Amended Loan Unit shall consist of one common share of the Company and one transferable common share purchase warrant (a "Amended Loan Warrant"). Each Amended Loan Warrant shall entitle the Secured Note Holders to acquire one additional common share of the Company (a "Amended Loan Warrant Share") at an exercise price of $0.25 per Amended Loan Warrant Share until October 1, 2028.
All securities issued pursuant to the Amended Loans will be subject to a statutory hold period expiring on February 2, 2026, in accordance with applicable securities laws.
Convertible Debenture Amendment
The Company also announces that it intends to amend, but has not yet closed the amendment of, the terms of a secured convertible debenture dated April 14, 2020 (the "Convertible Debenture") with an arm's length third party (the "Debenture Holder") in the principal amount of $500,000 and accrued interest of $94,904.14 for an aggregate of $594,904.14. The amended convertible debenture (the "Amended Convertible Debenture") is expected to mature on December 31, 2026, and bear interest at a rate of 8% per annum, calculated daily. Under the original terms of the Convertible Debenture, it bore interest at a rate of 8% per annum, calculated and payable semi-annually in arrears, was convertible at a price of $150 per common share (adjusted for prior share consolidations), and matured on April 14, 2023.
At any time during the term of the Amended Convertible Debenture, the Debenture Holder may elect to convert the outstanding principal and any accrued and unpaid interest thereon into units of the Company (each, a "Convertible Debenture Unit") at a deemed price of $0.25 per Convertible Debenture Unit. Each Convertible Debenture Unit shall consist of one common share of the Company and one transferable common share purchase warrant (a "Convertible Debenture Warrant"). Each Convertible Debenture Warrant shall entitle the Debenture Holder to acquire one additional common share of the Company (a "Convertible Debenture Warrant Share") at an exercise price of $0.25 per Convertible Debenture Warrant Share for a period of three (3) years from the date of issuance.
For further clarity, as of the date hereof, the Amended Convertible Debenture has not yet closed. The Company nonetheless continues to intend to proceed with the amendment on the terms described herein. All securities issued pursuant to the Amended Convertible Debenture will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws.
Potential Consolidation
The Company also announces that its board of directors (the "Board") has determined that it may be in the best interests of the Company to effect a consolidation of its issued and outstanding common shares (the "Consolidation"). Effective September 17, 2025, the Company obtained shareholder approval by way of written consent (the "Consolidation Consent Resolution") from shareholders holding approximately 51.76% of the issued and outstanding common shares, in accordance with Policy 4.46(1)(b) of the Canadian Securities Exchange (the "CSE"), authorizing the Board to implement a consolidation of the common shares on the basis of up to twenty-five (25) pre-Consolidation common shares for one (1) post-Consolidation common share (the "Consolidation Ratio"). The actual Consolidation Ratio will be determined by the Board in its sole discretion, subject to the receipt of all necessary regulatory approvals, including approval of the CSE, and may be effected at any time within one calendar year of September 17, 2025.
For greater certainty, the Consolidation Ratio represents the maximum ratio authorized pursuant to the Consolidation Consent Resolution. The Board retains full discretion, subject to CSE approval, to determine a lesser Consolidation Ratio or to elect not to proceed with the Consolidation. There can be no assurance that the Consolidation will be implemented on the terms described herein, or at all.
About Forte Group Holdings Inc.
Forte Group Holdings Inc. (CSE:FGH) (OTC:FGHFF) (FSE:7BC0, WKN:A40L1Z) is a next-generation beverage and nutraceutical company focused on longevity and human performance. Through its TRACE brand and private-label partnerships, Forte Group develops and manufactures a portfolio of alkaline and mineral-enriched beverages and nutraceutical supplements. Headquartered in British Columbia, Canada, the Company 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. Forte Group delivers wellness-driven products through traditional retail and e-commerce channels, providing consumers with innovative solutions to support long-term vitality and well-being.
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. Forward-looking statements herein include, but are not limited to: the Company's intention to proceed with and the anticipated terms, timing and completion of the Amended Convertible Debenture; the potential implementation and timing of the Consolidation and determination of the Consolidation Ratio; the potential conversion of amounts outstanding under the Convertible Loan Agreements, the Amended Loans, and the Amended Convertible Debenture into securities of the Company; the intended use of proceeds from the Private Placement; and the potential financial and capital-structure impacts of the transactions described in this news release. Forward-looking statements are based on management's current expectations, estimates, projections and assumptions as of the date hereof, including, without limitation, assumptions regarding the receipt of any required regulatory approvals (including CSE approval in respect of the Consolidation and, if applicable, the Amended Convertible Debenture); the Company's ability to complete the Amended Convertible Debenture on the terms described; and general market and economic conditions. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied. These risks and uncertainties include, among others: the risk that the Amended Convertible Debenture will not be completed on the anticipated terms, timeline, or at all; that CSE approval or other regulatory approvals are delayed or not obtained; that the Consolidation is implemented on different terms, at a different ratio, or not implemented at all (including the Board's discretion to determine a lesser ratio or not proceed); risks relating to the intended use of proceeds; risks associated with statutory hold periods and resale restrictions; market volatility and general business risks affecting the Company. Additional risk factors are described in the Company's public disclosure documents available on SEDAR+ at www.sedarplus.ca. Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no 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.
SOURCE: Forte Group Holdings
View the original press release on ACCESS Newswire:
https://www.accessnewswire.com/newsroom/en/food-and-beverage-products/forte-group-closes-private-placement-and-complementary-strategic-initiat-1081087
