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VANCOUVER, BC / ACCESS Newswire / August 28, 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 a series of initiatives aimed at strengthening its financial position and capital structure, including a non-brokered private placement financing (the "Private Placement"), consisting of the issuance of an aggregate of 3,000,000 units of the Company (each, a "Unit"), at a price of $0.25 per Unit for aggregate gross proceeds of up to $750,000, a Debt Settlement (as defined below), an amendment to a Convertible Debenture (as defined below), issuance of two Convertible Loans (as defined below), issuance of Amended Convertible Promissory Notes (as defined below), and a potential Consolidation (as defined below).

Private Placement

Each Unit will consist 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 for a period of two (2) years from the date of closing.

Closing of the Private Placement is anticipated to occur on or about September 4, 2025, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, and subject to addressing any comments received from the Canadian Securities Exchange (the "CSE") during a five business day period from the date of this news release in accordance with their policies.

The net proceeds of the Private Placement are intended to be used for general working capital and outstanding payables. The securities issued under the Private Placement will be subject to a statutory hold period expiring four months and one day from the date of issuance.

Proposed Debt Settlement

In line with its continued efforts to strengthen its balance sheet, the Company intends to settle outstanding debt totaling up to $2,500,000 owed to certain creditors of the Company in consideration for the issuance of an aggregate 8,771,929 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 will consist of one common share in the capital of the Company (each, a "Debt Share") and one transferable common share purchase warrant (each, a "Debt Settlement Warrant"), with each Debt Settlement Warrant exercisable to purchase one additional common share of the Company (each, a "Debt Settlement Warrant Share") at an exercise price of $0.30 per Debt Settlement Warrant Share for a period of two (2) years from the date of closing of the Debt Settlement. The securities issued under the Debt Settlement will be subject to a statutory hold period expiring four months and one day from the date of issuance.

Closing of the Debt Settlement is anticipated to occur on or about September 4, 2025, and is subject to certain conditions, all necessary regulatory approvals, and subject to addressing any comments received from the CSE during a five business day period from the date of this news release in accordance with their policies.

Insiders may participate in the Debt Settlement, and such participation may constitute a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI61-101"). The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the Debt Settlement by insiders will not exceed 25% of the fair market value of the Company's market capitalization.

Convertible Debenture Amendment

The Company announces that it intends to amend the terms of a secured convertible debenture dated April 14, 2020 (the "Convertible Debenture") with an arm's length third party (the "DebentureHolder") in the principal amount of $500,000 and accrued interest of $94,904.14 for an aggregate of $594,904.14 as at the date hereof (the "Outstanding Secured Debenture"). The amended convertible debenture (the "Amended Convertible Debenture") will 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, 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 $0.1875 per Convertible Debenture Unit (the "Conversion Price"). Each Convertible Debenture Unit shall consist of one common share of the Company (a "Convertible Debenture Share") 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.

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.

Convertible Loan Agreements

The Company also announces that its wholly-owned subsidiary, Naturo Group Enterprises Inc. ("Naturo Group") has entered into two unsecured convertible debenture agreements (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$427,296.99 as at the date hereof (the "Convertible Loans"). The Convertible Loans bear interest at a rate of 15% per annum, calculated daily, and mature twenty-four (24) months from the date of the Convertible Loan Agreements.

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 $0.1875 per Convertible Loan Unit (the "Conversion Price"). Each Convertible Loan Unit shall consist of one common share of the Company (a "ConvertibleLoan Share") 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 for a period of three (3) years from the date of issuance.

All securities issued pursuant to the Convertible Loan Agreements 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.

Secured Promissory Notes Amendment

The Company also announces that it intends to amend certain secured promissory notes (the "Secured Promissory Notes") entered into by Naturo Group, 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 as at the date hereof. The amended secured promissory notes (the "Amended Convertible Promissory Notes") will mature on December 31, 2026, and bear interest at a rate of 15% per annum, calculated daily.

At any time during the term of the Amended Convertible Promissory Notes, 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 "Promissory Note Unit") at a deemed price of $0.1875 per Promissory Note Unit (the "Conversion Price"). Each Promissory Note Unit shall consist of one common share of the Company (a "Promissory Note Share") and one transferable common share purchase warrant (a "Promissory Note Warrant"). Each Promissory Note Warrant shall entitle the Secured Note Holders to acquire one additional common share of the Company (a "Promissory Note Warrant Share") at an exercise price of $0.25 per Promissory Note Warrant Share for a period of three (3) years from the date of issuance.

All securities issued pursuant to the Amended Convertible Promissory Notes 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 consolidate all of its issued and outstanding common shares. The Company intends to seek shareholder approval by written consent (the "Consolidation Consent Resolution") from shareholders holding a majority of the number of issued and outstanding common shares approving a consolidation of the outstanding common shares on the basis of up to twenty-five (25) pre-consolidation common shares for one (1) post-consolidation common share (the "Consolidation"), with the actual consolidation ratio (the "Consolidation Ratio") to be determined by the Board following the receipt of all necessary approvals, including CSE approval, and to occur within one calendar year of the formal approval of the Consolidation Consent Resolution, if at all.

For greater certainty, the Consolidation Ratio described above represents the maximum consolidation ratio being sought for shareholder approval. Notwithstanding the receipt of such approvals, the Board shall have the sole discretion, subject to CSE approval, to determine a lesser Consolidation Ratio or to determine not to proceed with the Consolidation at all. The Board's decision in this regard may be made at any time within one calendar year of the formal approval of the Consolidation Consent Resolution, and no assurance can be given that the Consolidation will be implemented as described, or at all.

The Company intends to seek shareholder approval, by written consent, from shareholders holding a majority of the number of the Company's issued and outstanding common shares to approve the Consolidation and any other proposed restructuring initiatives set out herein as required by the CSE.

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. These forward-looking statements include, but are not limited to, statements regarding the completion and timing of the Private Placement, the Debt Settlement, the Amended Convertible Debenture, the Convertible Loan Agreements, the Amended Convertible Promissory Notes, and the potential Consolidation, the receipt of required shareholder and regulatory approvals, the potential conversion of debt or loans into securities of the Company, insider participation, the intended use of proceeds, and the potential financial impact of these transactions on the Company. Forward-looking statements reflect management's current expectations, estimates, projections, and assumptions as of the date hereof and are subject to a number of known and unknown risks, uncertainties, and other factors that could cause actual outcomes to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among others: the ability to complete the Private Placement, the Debt Settlement, the Amended Convertible Debenture, the Convertible Loan Agreements, the Amended Convertible Promissory Notes, and the Consolidation on the anticipated timeline or at all; the receipt of necessary shareholder and regulatory approvals, including the approval of the CSE; the availability of funds; risks associated with market conditions; insider participation exceeding anticipated thresholds; the Board's discretion to determine a lesser Consolidation Ratio or to elect not to proceed with the Consolidation at all; and general risks relating to the Company's business, including those detailed from time to time in its public disclosure documents available on SEDAR+ at www.sedarplus.ca. Readers are cautioned not to place undue reliance on any 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