Fort Technology Inc. Announces Closing of Qualifying Transaction and Anticipated Trading Date

(via TheNewswire)

July 7, 2025 – TheNewswire - Vancouver, British Columbia – Impact Acquisitions Corp. (TSXV: IMPC.P) (“Impact” or the “Company”) is pleased to announce that further to its news releases dated January 3, 2025, February 6, 2025, March 13, 2025, June 11, 2025, June 20, 2025, and July 2, 2025, the Company has closed its arm’s length share sale transaction (the “Transaction”) pursuant to a definitive agreement dated February 6, 2025, as amended (the “Agreement”), between the Company, Jeffs’ Brands Ltd, a corporation incorporated under the laws of the State of Israel and listed on the NASDAQ under the trading symbol “JFBR” (“Jeffs Brands” or “JFBR”), and Jeffs Brands’ wholly owned subsidiary, Fort Products Limited (“Fort Products”) (together, the “Parties”).

The Transaction

Effective July 4, 2025, as a condition to the completion of the Transaction, the Company changed its name to “Fort Technology Inc.” and its trading symbol to “FORT”.

Pursuant to the terms of the Definitive Agreement, Jeffs Brands conveyed and transferred to the Company all of the issued and outstanding securities (the “Target Shares”) of Fort Products in consideration for 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”).

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 “US Exchange”), or other transaction resulting in the issuance of shares listed on a US 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.

Additionally, the Company issued 5,000,000 Common Shares to certain parties as a finder’s fee for the Transaction. Further details regarding the Transaction can be found in the filing statement of the Company dated June 19, 2025 (the “Filing Statement”), a copy of which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

The parties to the Transaction have made their final submission to the TSX Venture Exchange (the “Exchange”) pursuant to Exchange Policy 2.4 to seek final Exchange acceptance of the Transaction.

It is anticipated that the Company Shares will resume trading on the Exchange under the trading symbol “FORT” on or about July 10, 2025.

Escrowed Shares

On completion of the Transaction, certain Principals (as defined policies of the Exchange) of the Company holding an aggregate of 102,000,000 Common Shares and 66,000,000 Purchaser Contingent Rights are subject to escrow in accordance with Policy 5.4 – Capital Structure, Escrow and Resale Restrictions of the Exchange (“Policy 5.4”) and pursuant to an escrow agreement dated July 7, 2025, between the Company, Endeavor Trust Corporation, as escrow agent, and such Principals. Pursuant to Policy 5.4, 10% of the escrowed shares will be released at the time of the final bulletin of the Exchange (the “Final Exchange Bulletin”) and an additional 15% of the escrowed shares will be released on each 6 month anniversary thereafter.

Certain current and/or former shareholders of the Company are subject to an escrow agreement dated December 21, 2021 (the “CPC Escrow Agreement”), with the Exchange and Odyssey Trust Company, as escrow agent, in respect of 3,700,000 Common Shares and 580,000 incentive stock options to acquire Common Shares. Under the terms of the CPC Escrow Agreement, 25% of the escrowed securities will be released at the time of the Final Exchange Bulletin, with an additional 25% released on each 6 month anniversary thereafter.

Board of Directors and Executive Management

Following the completion of the Transaction, the following individuals will comprise the directors and officers of the Company:

Auditors

The Company anticipates appointing Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network with its office located at 1 Azrieli Center, Tel Aviv, Israel, 6701101, as the auditors of the Company.

Year End

Following completion of the Transaction, the fiscal year end of the Company shall be December 31. In accordance with applicable laws, the Company will publish interim financial statements of Fort Products for the six months ended June 30, 2025, within 60 days after the end of the interim period.

About the Company

Fort Technology Inc. operates a business as an established manufacturer and seller specializing in a range of amateur and professional products for the pest control and remedial repair industry. Fort's experience commenced since its establishment in 2005 within the pest control industry and it prides itself on the technical knowledge received in nearly 20 years.

Additional Information for Shareholders

For further information, please refer to the Filing Statement posted to the Company’s issuer profile on SEDAR+ at www.sedarplus.ca, as well as the press releases dated January 3, 2025, February 6, 2025, March 13, 2025, June 11, 2025, June 20, 2025, and July 2, 2025.

For further information, please contact:

Gabi Kabazo Chief Executive Officer

Fort Technology Inc. Telephone: (604) 833-6820 Email: [email protected]

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved of the contents of this press release.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: the publishing of interim financial statements of Fort Products by the Company, the resumption of trading of the Common Shares and the final approval of the Exchange for the Transaction.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company's management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to obtain requisite regulatory and other approvals of the Transaction and/or the potential impact of the announcement or consummation of the Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with government regulation; and the diversion of management time on the Transaction. This forward-looking information may be affected by risks and uncertainties in the business of the Company and Fort Products and market conditions. Additional information identifying risks and uncertainties are contained in the filings by the Company with the Canadian securities regulators, which filings are available at www.sedarplus.ca.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

The Common Shares will remain halted until such time as permission to resume trading has been obtained from the Exchange. The Company is a reporting issuer in Alberta and British Columbia.

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