Star Metro - Forte Group Closes Strategic Initiatives Aimed at Strengthening Financial Position

Private Placement

Each Unit consists of one common share in the capital of the Company (each, a "Share") and 0.59 transferable common share purchase warrants of the Company (each whole warrant, a "Warrant"), with each Warrant entitling the holder to acquire one additional Share (each, a "Warrant Share") at a price of $0.065 per Warrant Share for a period of two years from the date of closing of the Private Placement.

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 are subject to a statutory hold period expiring on December 9, 2025.

Proposed Debt Settlement

In line with its continued efforts to strengthen its balance sheet, the Company has settled debt totaling $504,119.47 owed to certain creditors of the Company in consideration for the issuance of 3,360,791 units of the Company (each, a "Debt Settlement Unit") at a deemed price of $0.15 per Debt Settlement Unit (the "Debt Settlement").

Each Debt Settlement Unit consists of one Share (each, a "Debt Share") and 0.59 transferable common share purchase warrants (each whole warrant, 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 $0.065 per Debt Settlement Warrant Share for a period of two years from the date of closing of the Debt Settlement. The securities issued under the Debt Settlement are subject to a statutory hold period expiring on December 9, 2025.

The Debt Settlement with Marcello Leone (the "Insider Settlement") is a "related party transactions" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Insider Settlement is 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 Settlement 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 Settlement and therefore, such shorter period is reasonable and necessary in the circumstances to improve the Company's financial position.

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
[email protected]
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 anticipated impact of the Private Placement and Debt Settlement on the Company's financial position, the intended use of proceeds from the Private Placement, the availability of exemptions under MI 61-101, and other future outcomes related to the transaction. 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: risks associated with general economic, market, and regulatory conditions; the risk that the intended benefits of the Private Placement and Debt Settlement may not be realized as expected; 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

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