Forte Group Closes Private Placement and Complementary Strategic Initiatives, Strengthening Financial Position and Balance Sheet

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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").