Forte Group Announces Equity Incentive Grants and Warrant Amendments

VANCOUVER, BC / ACCESS Newswire / October 10, 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 it has granted stock options ("Stock Options") and restricted share units ("RSUs") to certain directors, officers, and consultants of the Company, effective October 10, 2025 (the "Grant Date"), in accordance with its Omnibus Equity Incentive Plan (OEIP) dated January 4, 2024 (the "Plan").

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.