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Forte Group Announces Amended Terms to Initiatives to Strengthen Financial Position

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

VANCOUVER, BC / / September 8, 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 release dated August 28, 2025 (the "Initial Disclosure"), which outlined a series of proposed initiatives aimed at strengthening its financial position and capital structure, it intends to amend the price of the Convertible Debenture (as defined therein and herein), Convertible Loans (as defined therein and herein), and Amended Convertible Promissory Notes (as defined therein and herein) in accordance with Policy 6.7(1) of the Canadian Securities Exchange (CSE) All other terms of the proposed initiatives disclosed in the Initial Disclosure remain unchanged.

Convertible Debenture Amendment

The Company announces that it intends to amend the terms of a secured convertible debenture dated April 14, 2020 (the "Convertible Debenture") with an arm's length third party (the "Debenture Holder") in the principal amount of $500,000 and accrued interest of $94,904.14 for an aggregate of $594,904.14 as at August 27, 2025 (the "Outstanding Secured Debenture"). The amended convertible debenture (the "Amended Convertible Debenture") will mature on December 31, 2026, and bear interest at a rate of 8% per annum, calculated daily. Under the original terms of the Convertible Debenture, it bore interest at a rate of 8% per annum, calculated and payable semi-annually in arrears, was convertible at a price of $150 per common share, and matured on April 14, 2023.

At any time during the term of the Amended Convertible Debenture, the Debenture Holder may elect to convert the outstanding principal and any accrued and unpaid interest thereon into units of the Company (each, a "Convertible Debenture Unit") at a deemed price of $0.25 per Convertible Debenture Unit (the "Conversion Price"). Each Convertible Debenture Unit shall consist of one common share of the Company (a "Convertible Debenture Share") and one transferable common share purchase warrant (a "Convertible Debenture Warrant"). Each Convertible Debenture Warrant shall entitle the Debenture Holder to acquire one additional common share of the Company (a "Convertible Debenture Warrant Share") at an exercise price of $0.25 per Convertible Debenture Warrant Share for a period of three (3) years from the date of issuance.

All securities issued pursuant to the Amended Convertible Debenture will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws.

Convertible Loan Agreements

The Company also announces that its wholly-owned subsidiary, Naturo Group Enterprises Inc. ("Naturo Group") has entered into two unsecured convertible debenture agreements (together, the "Convertible Loan Agreements") with two lenders who previously advanced funds to Naturo Group pursuant to purchase order facilitation arrangements. The aggregate principal and lending fees outstanding under the Convertible Loan Agreements is USD$427,296.99 as at August 27, 2025 (the "Convertible Loans"). The Convertible Loans bear interest at a rate of 15% per annum, calculated daily, and mature twenty-four (24) months from the date of the Convertible Loan Agreements.

At any time during the term of the Convertible Loans, the Lenders may elect to convert the outstanding principal and any accrued and unpaid interest thereon into units of the Company (each, a "Convertible Loan Unit") at a deemed price of $0.25 per Convertible Loan Unit (the "Conversion Price"). Each Convertible Loan Unit shall consist of one common share of the Company (a "Convertible Loan Share") and one transferable common share purchase warrant (a "Convertible Loan Warrant"). Each Convertible Loan Warrant shall entitle the Lenders to acquire one additional common share of the Company (a "Convertible Loan Warrant Share") at an exercise price of $0.25 per Convertible Loan Warrant Share for a period of three (3) years from the date of issuance.

All securities issued pursuant to the Convertible Loan Agreements will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws.

Secured Promissory Notes Amendment

The Company also announces that it intends to amend certain secured promissory notes (the "Secured Promissory Notes") entered into by Naturo Group, with arm's-length third parties (the "Secured Note Holders") in the principal amount of up to $336,000 and accrued interest of $21,254.68, for an aggregate of $357,254.68 as at August 27, 2025. The amended secured promissory notes (the "Amended Convertible Promissory Notes") will mature on December 31, 2026, and bear interest at a rate of 15% per annum, calculated daily.

At any time during the term of the Amended Convertible Promissory Notes, the Secured Note Holders may elect to convert the outstanding principal and any accrued and unpaid interest thereon into units of the Company (each, a "Promissory Note Unit") at a deemed price of $0.25 per Promissory Note Unit (the "Conversion Price"). Each Promissory Note Unit shall consist of one common share of the Company (a "Promissory Note Share") and one transferable common share purchase warrant (a "Promissory Note Warrant"). Each Promissory Note Warrant shall entitle the Secured Note Holders to acquire one additional common share of the Company (a "Promissory Note Warrant Share") at an exercise price of $0.25 per Promissory Note Warrant Share for a period of three (3) years from the date of issuance.

All securities issued pursuant to the Amended Convertible Promissory Notes will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws.

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 completion and timing of the Private Placement, the Debt Settlement, the Amended Convertible Debenture, the Convertible Loan Agreements, the Amended Convertible Promissory Notes, and the potential Consolidation, the receipt of required shareholder and regulatory approvals, the potential conversion of debt or loans into securities of the Company, insider participation, the intended use of proceeds, and the potential financial impact of these transactions on the Company. 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 Private Placement, the Debt Settlement, the Amended Convertible Debenture, the Convertible Loan Agreements, the Amended Convertible Promissory Notes, and the Consolidation on the anticipated timeline or at all; the receipt of necessary shareholder and regulatory approvals, including the approval of the CSE; the availability of funds; risks associated with market conditions; insider participation exceeding anticipated thresholds; the Board's discretion to determine a lesser Consolidation Ratio or to elect not to proceed with the Consolidation at all; 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 . 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