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Jeffs' Brands Ltd - Early Warning Regarding Acquisition Of Common Shares In Connection With Shares For Debt Transaction Of Fort Technology Inc.
This press release is issued pursuant to National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
Vancouver, British Columbia – December 31, 2025 – TheNewswire - Pursuant to the requirements of applicable securities laws, Jeffs’ Brands Ltd (“Jeffs’ Brands”), a company with an office address of 7 Mezada Street, Bnei Brak, 5126112, Israel, reports that on December 31, 2025, Jeffs’ Brands acquired 3,401,603 common shares in the capital of Fort Technology Inc. (the “Company”) (“Shares”) at a deemed issue price of $0.99 per Share as full settlement of outstanding debt owed by the Company to Jeffs’ Brands in the amount of USD2,462,767 (the “Debt”) converted into CAD3,367,587.60 based on the Bank of Canada exchange rate on December 24, 2025 (the “Debt Settlement”). The transaction took place as an issuance from treasury with the approvals of the TSXV Venture Exchange and disinterested shareholders representing at least 50% of the Shares of the Company not held by Jeffs’ Brands. .
The Debt Settlement triggered the requirement to file an early warning report.
Immediately prior to the Debt Settlement, Jeffs’ Brands held 14,285,714 Shares and 9,428,571 contingent rights of the Company, representing approximately 75.02% on a non-diluted basis and 83.29% of the issued and outstanding Shares on a partially diluted basis. On October 1, 2025, the Company completed a share consolidation on the basis of seven (7) pre-consolidation Shares for one (1) post-consolidation Share and the number of Shares and contingent rights disclosed were accordingly adjusted since Jeffs’ Brands initial July 7, 2025 early warning report and related press release. Immediately following the completion of the Debt Settlement, Jeffs’ Brands held 17,687,317 Shares and 9,428,571 contingent rights of the Company, representing approximately 77.83% on a non-diluted basis and 84.33% of the issued and outstanding Shares on a partially diluted basis. The deemed value of the acquired Shares is $0.99 per Share. The 9,428,571 contingent rights are exercisable into an equal number of Shares contingent upon meeting certain predetermined milestones.
The holdings in securities of the Company by Jeffs’ Brands are for investment purposes. Jeffs’ Brands does not currently have plans to acquire additional securities or dispose of its holdings in the Company. However, it may acquire or dispose of securities depending on market conditions, changes in plans, or other relevant factors, subject in each case to applicable securities law.
The Company is located at c/o Suite 501, 3292 Production Way, Burnaby, British Columbia V5A 4R4. A copy of the related early warning report may be obtained from the SEDAR+ website (www.sedarplus.ca) or from Jeffs’ Brands at +972 545330073, or by email at ronen@jeffsbrands.com.