Mr. Marcello Leone reports

FORTE GROUP CLOSES PRIVATE PLACEMENT AND COMPLEMENTARY STRATEGIC INITIATIVES, STRENGTHENING FINANCIAL POSITION AND BALANCE SHEET

Further to its news releases dated Aug. 28, 2025, and Sept. 8, 2025, Forte Group Holdings Inc. has, effective Oct. 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 consisting of the issuance of an aggregate of 2.5 million units of the company, at a price of 25 cents per unit for aggregate gross proceeds of $625,000. Each unit consists of one common share in the capital of the company and one transferable common share purchase warrant of the company, with each warrant entitling the holder to acquire one additional share at a price of 30 cents per warrant share until Oct. 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 Feb. 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 totalling $2.5-million owed to certain creditors of the company in consideration for the issuance of 8,771,919 units of the company at a deemed price of 28.5 cents per debt settlement unit.

Each debt settlement unit consists of one common share of the company and one transferable common share purchase warrant, with each debt settlement warrant exercisable to purchase one additional share at an exercise price of 30 cents per debt settlement warrant share until Oct. 1, 2027. The securities issued under the debt settlement are subject to a statutory hold period expiring on Feb. 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 are related party transactions within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. 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 per cent of the company's market capitalization. As the material change report disclosing the insider settlements is 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., 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 are $427,842.90. The convertible loans bear interest at a rate of 15 per cent per annum, calculated daily, and mature on Oct. 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 at a deemed price of 25 cents per convertible loan unit. Each convertible loan unit shall consist of one common share of the company and one transferable common share purchase warrant. Each convertible loan warrant shall entitle the lenders to acquire one additional common share of the company at an exercise price of 25 cents per convertible loan warrant share until Oct. 1, 2028.

All securities issued pursuant to the convertible loan agreements will be subject to a statutory hold period expiring on Feb. 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 in respect of amounts owing by Naturo Group pursuant to previously entered into secured promissory note agreements with arm's-length third parties 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 Dec. 31, 2026, bear interest at a rate of 15 per cent 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 noteholders may elect to convert the outstanding principal and any accrued and unpaid interest thereon into units of the company at a deemed price of 25 cents per amended loan unit. Each amended loan unit shall consist of one common share of the company and one transferable common share purchase warrant. Each amended loan warrant shall entitle the secured noteholders to acquire one additional common share of the company at an exercise price of 25 cents per amended loan warrant share until Oct. 1, 2028.

All securities issued pursuant to the amended loans will be subject to a statutory hold period expiring on Feb. 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, with an arm's-length third party 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 is expected to mature on Dec. 31, 2026, and bear interest at a rate of 8 per cent per annum, calculated daily. Under the original terms of the convertible debenture, it bore interest at a rate of 8 per cent 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 debentureholder may elect to convert the outstanding principal and any accrued and unpaid interest thereon into units of the company at a deemed price of 25 cents per convertible debenture unit. Each convertible debenture unit shall consist of one common share of the company and one transferable common share purchase warrant. Each convertible debenture warrant shall entitle the debentureholder to acquire one additional common share of the company at an exercise price of 25 cents per convertible debenture warrant share for a period of three 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 has determined that it may be in the best interests of the company to effect a consolidation of its issued and outstanding common shares. Effective Sept. 17, 2025, the company obtained shareholder approval by way of written consent from shareholders holding approximately 51.76 per cent of the issued and outstanding common shares, in accordance with Policy 4.46(1)(b) of the Canadian Securities Exchange, authorizing the board to implement a consolidation of the common shares on the basis of up to 25 preconsolidation common shares for one postconsolidation common share. 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 Sept. 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 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 (hazard analysis critical control point) manufacturing facility near Osoyoos, B.C. 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.

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