Item 4 — Purpose of Transaction
The Reporting Person acquired the Common Shares for investment purposes through a series of related transactions, each of which is described below, as well as to effect the transfer of the Reporting Person's then wholly-owned subsidiary, Fort Products Limited, a private company incorporated under the laws of England and Wales ("Fort UK"), into a publicly traded vehicle, thereby providing Fort UK with access to public capital markets, enhanced liquidity and a platform for the continued growth and expansion of its e-commerce consumer products business, while enabling the Reporting Person to retain a controlling equity interest in the combined enterprise and to continue to support the Issuer's operations as its parent company. Share Purchase Agreement and Closing of the Acquisition. On February 6, 2025, the Issuer (then known as Impact Acquisitions Corp., a capital pool company listed on the TSX Venture Exchange (the "TSXV")) entered into a share purchase agreement (the "Share Purchase Agreement") with the Reporting Person and Fort UK, pursuant to which the Reporting Person agreed to sell all of the issued and outstanding shares of Fort UK to the Issuer (the "Acquisition"). The Acquisition closed on July 7, 2025, and in connection therewith, the Issuer changed its name from "Impact Acquisitions Corp." to "Fort Technology Inc." Pursuant to the Share Purchase Agreement, the Reporting Person sold to the Issuer all of the issued and outstanding common shares of Fort UK in consideration for the issuance to the Reporting Person of 7,142,857 Common Shares at the closing and up to an additional 4,714,287 contingent right shares (the "Contingent Right Shares"), each entitling the holder thereof to acquire one Common Share for no additional consideration upon the achievement of certain pre-determined milestones, at a deemed price per share of CAD $1.198722, representing a post-closing equity interest in the Issuer of approximately 75.02%. February 2026 Share Transfer. On December 18, 2025, the Reporting Person entered into a share transfer agreement with certain institutional investors pursuant to which, on February 23, 2026, the Reporting Person sold and transferred 714,286 Common Shares to such investors for aggregate consideration of CAD $928,571 (approximately US $680,000). Contingent Right Shares. As part of the consideration under the Share Purchase Agreement, the following amount of Contingent Right Shares will be issued to the Reporting Person upon the achievement of the following milestones: (i) 1,571,429 Common Shares upon the completion of a transaction resulting in the listing of the Issuer's securities on the New York Stock Exchange, the Nasdaq Stock Market LLC, or another U.S. national securities exchange, if completed within 24 months from the closing date of the Acquisition; (ii) 1,571,429 Common Shares upon the successful capital raising by the Issuer, within 48 months of the closing date, of aggregate equity and/or debt financing of $8,000,000 or more; and (iii) 1,571,429 Common Shares upon the Issuer reaching annual revenues of at least $15,000,000 by December 31, 2028, as reflected in its audited financial statements. Upon the effectiveness of the listing of the Common Shares on the Nasdaq Capital Market ("Nasdaq") on June 8, 2026, the Issuer issued to the Reporting Person 1,571,429 Common Shares representing a portion of the Contingent Right Shares in satisfaction of the first milestone described above. August 2025 Private Placement. On August 21, 2025, the Issuer closed a private placement (the "August 2025 Private Placement") of convertible debentures (the "August 2025 Convertible Debentures") for aggregate gross proceeds of US $3,630,513. The Reporting Person participated in the August 2025 Private Placement and acquired August 2025 Convertible Debentures for gross proceeds of US $1,597,653, representing approximately 858,031 Common Shares on conversion. The August 2025 Convertible Debentures mature on August 21, 2027, bear interest at 10% per annum payable quarterly, and are convertible at the option of the holder into units (each an "August 2025 Unit") at a conversion price of US $1.862 per unit. Each August 2025 Unit is comprised of one Common Share and one common share purchase warrant (an "August 2025 Warrant"), with each August 2025 Warrant entitling the holder to acquire one additional Common Share at an exercise price of US $1.862 per share until August 21, 2030. On December 31, 2025, the Issuer received irrevocable conversion notices from all holders of the August 2025 Convertible Debentures, pursuant to which, immediately following the effectiveness of the listing of the Common Shares on Nasdaq on June 8, 2026, the aggregate outstanding principal amount of the August 2025 Convertible Debentures was automatically converted into 1,949,794 August 2025 Units, of which the Reporting Person received approximately 858,031 Common Shares and warrants to purchase 858,031 additional Common Shares.