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Fort Technology Inc. M&A Activity 2025

Jul 18, 2025

48138_rns_2025-07-18_c9253ba8-925b-4f54-b03b-83a0d1771232.pdf

M&A Activity

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NOTICE OF CHANGE IN CORPORATE STRUCTURE

Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations
(the "Instrument")

  1. Names of the parties to the transaction:

Fort Technology Inc. (formerly Impact Acquisitions Corp.) (the "Company"), Jeffs' Brands Ltd and Fort Products Limited ("Fort Products").

  1. Description of the transaction:

On July 7, 2025, the Company completed an arm's length share sale transaction involving the sale of all of the securities of Fort Products (the "Transaction") which constituted a qualifying transaction under the policies of the TSX Venture Exchange (the "Exchange"). Jeffs' Brands Ltd, ("Jeff Brands") a corporation incorporated under the laws of the State of Israel and listed on the NASDAQ under the trading symbol "JFBR" sold all of the securities of its wholly-owned subsidiary, Fort Products, to the Company.

The Transaction was completed pursuant to a definitive agreement dated February 6, 2025, as amended (the "Agreement"), between the Company, Jeffs' Brands Ltd, and Fort Products.

In connection with the Transaction and pursuant to the terms of the Agreement:

  1. Jeffs Brands conveyed and transferred to the Company all of the issued and outstanding securities (the "Target Shares") of Fort Products;
  2. in consideration for the Target Shares, the Company issued 100,000,000 common shares in the capital of the Company ("Common Shares") and 66,000,000 contingent rights of the Company ("Purchaser Contingent Rights") to Jeffs' Brands; and
  3. the Company also issued 5,000,000 Common Shares to certain parties as a finder's fee for the Transaction.

The Purchaser Contingent Rights entitle Jeffs Brands to acquire, without any further act or formality or payment of additional considerations: (i) 22,000,000 Common Shares, upon the completion of a transaction resulting in the Company listing its securities on either the New York Stock Exchange or NASDAQ (each, a "U.S. Exchange"), or other transaction resulting in the issuance of shares listed on a U.S. Exchange to shareholders of the Company in exchange their Common Shares (in either case, an "Uplisting Transaction") if such Uplisting Transaction is completed on or before July 7, 2027; (ii) 22,000,000 Common Shares, upon the Company (or a successor entity) successfully raising on or before July 7, 2029, in equity and/or debt financing an aggregate of US$8,000,000 or more as of the date of closing of such financing; and (iii) 22,000,000 Common Shares, upon the Company reaching annual revenues of a minimum of US$15,000,000 by December 31, 2028, as shown on the audited financial statement for such periods.

As a condition precedent to the completion of the Transaction, the Company changed its name from "Impact Acquisitions Corp." to "Fort Technology Inc." on July 4, 2025.

Exchange Bulletins were issued on July 2, 2025 for the name change and July 8, 2025 for the completion of the Transaction. The Company's Common Shares resumed trading on the Exchange under its trading symbol "FORT" on July 10, 2025.

The Company's new CUSIP number for the common shares is 349024109 and the ISIN is CA3490241096.


  1. Effective date of the transaction:

July 7, 2025.

  1. Name of each party, if any, that ceased to be a reporting issuer after the transaction after the transaction and of each continuing entity:

The Company continues to be a reporting issuer in British Columbia and Alberta, and its Common Shares continue to be listed on the Exchange. The Company became a reporting issuer in British Columbia and Alberta upon final receipt dated December 24, 2021 for its capital pool companies final long form prospectus dated December 21, 2021 from the British Columbia and Alberta securities commissions.

Jeffs' Brands Ltd is not a reporting issuer in Canada and continues to be listed on the NASDAQ.

Fort Products was not a reporting issuer prior to the Transaction.

  1. Date of the reporting issuer's first financial year-end after the transaction if section 4.9(a) or 4.9(b)(ii) of the Instrument applies:

Not applicable. The Company's financial year-end remains at December 31.

  1. The periods, including the comparative periods, if any, of the interim and annual financial statements required to be filed for the reporting issuer's first financial year after the transaction, if section 4.9(a) or 4.9(b)(ii) of the Instrument applies:

Not applicable. The Company's financial year-end remains at December 31.

  1. The documents that were filed under the Instrument that described the transaction and where those documents can be found electronically if section 4.9(a) or 4.9(b)(ii) of the Instrument applies:

The Company's Filing Statement and news release dated July 7, 2025 describe the Transaction and can be found under the Company's profile on SEDAR+ at www.sedarplus.ca.

DATED July 18, 2025.