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Fort Technology Acquires 50.1% of Logia USA

Fort Technology announced that it has entered into a share transfer agreement with Logia USA and its founder and sole shareholder, Yair Harel, to acquire 50.1% of the issued and outstanding shares of Logia USA. The founder is an arm's length party to the company. Under the share transfer agreement, Fort will acquire 50.1% of the issued and outstanding equity of Logia USA in exchange for common shares of Fort having an aggregate value of $125,000. The payment shares will be issued at an issuance price equal to $0.942664, or C$1.3142 using a Bank of Canada conversion rate of $1:C$1.3942 as of August 10, being the average closing price per common shares on the Nasdaq for each of the 14 consecutive trading days ending on the trading day immediately preceding the effective date of the share transfer agreement. Upon the closing of the acquisition, Fort will hold 50.1% and the founder will hold 49.9% of the outstanding common stock of Logia USA. Logia USA currently has outstanding liabilities in the aggregate amount of up to $390,000 owed to Logia Israel. In addition, as a condition to Fort's entry into the share transfer agreement, Logia USA will enter into a license agreement with Logia Israel, an Israeli company wholly-owned by the founder, pursuant to which Logia Israel will grant to Logia USA an exclusive and sublicensable license for the development, manufacture, and commercialization in the United States of automated fuel maintenance and integrity systems for standby power generation developed by or on behalf of Logia Israel. The license will have an initial term of five years, which Logia USA may extend for two additional five-year periods. Pursuant to the licensing agreement, Logia USA will pay to Logia Israel a licensing fee of $125,000, which will be paid using the first advancement of the facility.