Forte Group Announces Strategic Initiatives to Strengthen Financial Position

Rhea-AI Summary

Forte Group Holdings (CSE:FGH)(OTC:FGHFF) has announced key financial initiatives to strengthen its balance sheet. The company plans to convert $546,695 of debt into common shares at $0.375 per share, resulting in the issuance of 1,457,852 new shares. These shares will be subject to a four-month and one-day restricted period from closing, with the transaction expected to complete around April 16, 2025.

Additionally, the company has terminated its previously announced digital marketing agreement with Aktiencheck.de AG. The original agreement, valued at CAD $73,890, was meant for a two-month European investor awareness campaign. Forte Group has since assigned the marketing agreement rights to two third parties, receiving CAD $38,685 (52% of original consideration) while remaining liable for the original payment obligations.

Positive

• Debt reduction through conversion to equity improves balance sheet structure
• Received CAD $38,685 from assigning marketing agreement rights

Negative

• Share dilution from issuance of 1,457,852 new common shares
• Company remains liable for CAD $73,890 marketing agreement payment despite cancellation

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC / ACCESS Newswire / April 8, 2025 / Forte Group Holdings Inc. (CSE:FGH)(OTC:FGHFF)(FSE:7BC0,WKN:A40L1Z)("Forte Group" or the "Company"), a diversified lifestyle and wellness consumer packaged goods company, announces that in line with its continued efforts to strengthen its balance sheet, the Company intends to settle debts in the total aggregate amount of $546,695.00 into common shares ("Common Shares") in the capital of the Company to arm's length holders at a price of $0.375 per Common Share, for a total of 1,457,852 Common Shares (the "Shares for Debt Arrangement"). All Common Shares issued in connection with the Shares for Debt Arrangement will be subject to a restricted period of four months and one day from closing.

Closing of the Shares for Debt Arrangement is anticipated to be on or about April 16, 2025 in accordance with the policies of the Canadian Securities Exchange.

Aktiencheck Marketing Agreement

The Company announces that it will not proceed with the previously disclosed digital marketing agreement with Aktiencheck.de AG ("Aktiencheck"), originally announced on January 15, 2025 (the "Marketing Agreement"). The Marketing Agreement provided for a two-month European investor awareness campaign, including editorial write-ups, email campaigns, search engine marketing, and a German social media program, for total consideration of approximately CAD $73,890 (the "Original Consideration"), payable in monthly installments of CAD $4,926 over a 15-month term commencing January 14, 2025.

The Marketing Agreement was originally assigned to the Company pursuant to a digital marketing assignment and promissory note agreement dated January 14, 2025, entered into with an arm's length third party. No digital marketing services were provided to the Company under the Marketing Agreement.

Effective March 28, 2025, the Company entered into digital marketing assignment agreements with two arm's length third parties, pursuant to which it assigned a 50% interest in its rights and obligations under the Marketing Agreement to each party. In consideration for the assignment, the Company was paid CAD $38,685, representing approximately 52% of the Original Consideration. The Company remains liable for the Original Consideration payable under the terms of its original acquisition of the Marketing Agreement.

None of the securities issued pursuant to the Shares for Debt Arrangement have been or will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.

About Forte Group Holdings Inc.

Forte Group Holdings Inc. (CSE:FGH) (OTC:FGHFF) (FSE: 7BC0, WKN:A40L1Z) is a diversified lifestyle and wellness consumer packaged goods company. Forte Group develops and manufactures a range of alkaline and mineral-enriched beverages and nutraceutical supplements for both its TRACE brand and private-label clients. Based in British Columbia, Canada, Forte Group 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. The Company's distribution network includes traditional retail and e-commerce channels, delivering wellness-focused products directly to consumers through its innovative offerings.

On behalf of the Board of Directors:

Marcello Leone, Chief Executive Officer and Director
info@fortegroup.co
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 completion and timing of the Shares for Debt Arrangement, the issuance of Common Shares in settlement of debt, and the potential financial impact of these transactions on Forte Group. Forward-looking statements also include statements relating to the assignment and cancellation of the Marketing Agreement with Aktiencheck and any future obligations related thereto. 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: the ability to complete the Shares for Debt Arrangement on the anticipated timeline or at all; the receipt of necessary regulatory approvals; risks associated with market fluctuations and economic conditions; the Company's ability to meet its remaining obligations under the original Marketing Agreement; 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 Inc.

View the original press release on ACCESS Newswire

FAQ

What is the value of Forte Group's (FGHFF) debt-to-equity conversion announced in April 2025?

Forte Group will convert $546,695 of debt into common shares at $0.375 per share, issuing 1,457,852 new shares.

When will Forte Group's (FGHFF) debt conversion shares be free from trading restrictions?

The shares will have a restricted period of four months and one day from the closing date of April 16, 2025.

How much did Forte Group (FGHFF) receive for assigning its Aktiencheck marketing agreement?

Forte Group received CAD $38,685, representing 52% of the original CAD $73,890 consideration.

What was the original value and duration of FGHFF's cancelled Aktiencheck marketing agreement?

The agreement was valued at CAD $73,890 for a two-month European investor awareness campaign, payable over 15 months.