Star Metro - Forte Group Announces Equity Incentive Grants and Warrant Amendments

Stock Options

The Company granted a total of 1,945,000 Stock Options at an exercise price of $0.20 per share. The Stock Options vest immediately on the Grant Date and have a two-year term expiring on October 10, 2027.

Restricted Share Units

The Company also granted a total of 2,445,000 RSUs to directors, officers, and consultants of the Company. The RSUs shall vest as follows:

• 25% on February 11, 2026;

• 25% on the date that is six (6) months from the Grant Date;

• 25% on the date that is nine (9) months from the Grant Date; and

• 25% on the date that is twelve (12) months from the Grant Date.

All securities are subject to a statutory hold period of four months and one day from the Grant Date, in compliance with applicable stock exchange policies.

In accordance with Section 6.5(6)(c) of Canadian Securities Exchange Policy 6, equity grants issued by the Company under the Plan will not be greater than (i) 5% of the issued and outstanding shares to any individual or (ii) 10% in total in the next 12 months.

The stock option and RSU grants to Dallas Pretty, Howard Blank, Richard Coleman, and John Campbell (the "Insider Grants") 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 Grants 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 Grants do not exceed 25% of the Company's market capitalization. As the material change report disclosing the Insider Grants 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 Grants and therefore, such shorter period is reasonable and necessary in the circumstances to improve the Company's financial position.

Warrant Amendments

The Company also announces the extension and repricing of an aggregate of 1,152,937 common share purchase warrants (the "Repriced Warrants") to a revised expiry date of June 19, 2027, and a revised exercise price of $0.20 per Repriced Warrant, effective October 11, 2025 (the "Warrant Repricing"). Under the policies of the Canadian Securities Exchange (the "CSE"), the Warrant Repricing is subject to the unanimous consent of the registered holders of the outstanding Repriced Warrants. The Repriced Warrants had an original exercise price of $0.60 and an expiry date of June 19, 2026.

Management believes that the extension and repricing of the Repriced Warrants are consistent with the Company's broader capital strategy, which is focused on strengthening its financial position and providing additional flexibility to support growth and corporate development initiatives. By aligning the warrant terms with current market pricing, the Company seeks to provide warrant holders with an extended opportunity to participate in its long-term objectives while creating potential for internally generated funding within its existing capital structure.

As the Warrant Repricing will result in an exercise price lower than the market price of the Company's common shares on the date the warrants were issued, CSE policies require that, if following the Warrant Repricing, for any ten consecutive trading days the closing price of the Company's common shares on the CSE exceeds the amended exercise price by 25%, the term of the Repriced Warrants must be amended to 30 days. The amended expiry date will be announced by the Company by press release and the 30-day period will commence seven days from the end of the ten consecutive trading day period referred to above.

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. Forward-looking statements in this release include, but are not limited to, statements regarding the granting, vesting, and expiry of stock options and restricted share units, the objectives of the Company in issuing such awards, the warrant repricing and extension, and the Company's business strategies, growth initiatives, and future plans. Forward-looking statements are based on management's current expectations and assumptions and are subject to risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied. These risks include, but are not limited to, market conditions, regulatory changes, the availability of capital, reliance on key personnel, and the risk factors described in the Company's filings on SEDAR+. Forward-looking statements are made as of the date of this release, and the Company does not undertake any obligation to update or revise them except as required by applicable law. Investors are cautioned not to place undue reliance on forward-looking statements.

SOURCE: Forte Group Holdings

View the original press release on ACCESS Newswire

F.T. Michaud--SMC