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Fortress Technologies Announces CDN$20,000,000 Convertible Debenture Financing

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TORONTO, October 20, 2021--(BUSINESS WIRE)--Fortress Technologies Inc. (TSX-V: FORT) (the "Company" or "Fortress"), a Bitcoin company that develops and operates world-class bitcoin mining infrastructure, is pleased to announce it has entered into an agreement with respect to a non-brokered private placement offering (the "Offering") to issue up to CDN$20,000,000 of 3.5% senior secured convertible debenture units due 36 months following the date of issuance (each, a "Convertible Debenture Unit"), to a consortium of institutional investors.

Each Convertible Debenture Unit consists of: (i) CDN$1,000 principal amount of senior secured convertible debenture of the Company (each, a "Debenture"); and (ii) 641 common share purchase warrants of the Company (each, a "Warrant"), with each Warrant exercisable for one common share of the Company (a "Common Share"). Each Warrant shall entitle the holder to acquire one Common Share (a "Warrant Share") at an exercise price of CDN$0.95 per Warrant Share for a period of 60 months from the date of issuance. Upon the Offering being fully subscribed, there would be CDN$20,000,000 principal of Debentures outstanding convertible for approximately 25,641,026 Common Shares, and approximately 12,820,513 Warrants exercisable for 12,820,513 Common Shares.

The Debentures will mature on the date that is 36 months from the date of issuance (the "Maturity Date") and shall bear interest at a rate of 3.5% per annum, payable quarterly in arrears, and will not be redeemable by the Company at any time. The Debentures will be convertible into Common Shares at the option of the holder at any time prior to the Maturity Date at a conversion price of CDN$0.78 per Common Share. The Debentures will be secured against the Company’s digital assets and property in the State of Washington.

Fortress intends to use the proceeds from the Offering for general corporate purposes and working capital.

"I would like to thank our investors for working with us on this transformational financing round for Fortress Technologies. This capital provides us with the resources needed to meaningfully grow our hash rate, furthering our mission of delivering sound money and abundant energy to humanity through bitcoin mining," said AJ Scalia, CEO of Fortress Technologies.

All Debentures, Warrants, Warrant Shares and Common Shares issuable pursuant to the Offering will be subject to statutory hold periods of four months and one day from the date of issuance thereof.

The Offering is expected to close on or around October 27, 2021, and is subject to completion of final transaction documentation and all regulatory approvals, including the approval of the TSX Venture Exchange.

About Fortress Technologies

Fortress Technologies Inc. (TSX-V: FORT) is a Bitcoin company that develops and operates world-class bitcoin mining infrastructure.

Fortress believes sound money and cheap, abundant energy are the fundamental ingredients to human progress, and is committed to advancing both by working closely with the energy sector to secure the Bitcoin network. Today, Fortress owns 72 PH/s across sites in North Dakota and Washington, with an additional 120 PH/s expected to be delivered by Q4 2021. Fortress is focused on expanding its portfolio of hash rate through a diversified approach to site selection and operations, utilizing multiple energy sources across various jurisdictions.

For more information about Fortress Technologies, visit fortresstechnologies.io.

Cautionary Statement

Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

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

Forward-Looking Statements

This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities laws that are based on expectations, estimates and projections as at the date of this news release. The information in this release about future plans and objectives of the Company, are forward-looking information. Other forward-looking information includes but is not limited to information concerning: the Offering, the demand for the Convertible Debenture Units, the use of any proceeds from the Offering, the expected delivery of 120 PH/s by Q4 2021, the intentions and future actions of senior management, the intentions, plans and future actions of the Company, as well as the Company’ ability to successfully mine digital currency; revenue increasing as currently anticipated; the ability to profitably liquidate current and future digital currency inventory; volatility of network difficulty and, digital currency prices and the resulting significant negative impact on the Company’s operations; the construction and operation of expanded blockchain infrastructure as currently planned; and the regulatory environment of cryptocurrency in applicable jurisdictions.

Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.

This forward-looking information is based on reasonable assumptions and estimates of management of the Company at the time it was made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others: risks related to the Offering, the inability to obtain the necessary regulatory approvals from the applicable securities regulators or obtain the approval of the TSX Venture Exchange in connection with the Offering; completion of definitive documentation pursuant to the Offering; Completion of the Offering on the terms announced; the occurrence of a material adverse change, disaster, change of law or other failure to satisfy the conditions to closing of the Offering; the inability of the Company to apply the use of proceeds from the Offering as anticipated; the ability of the Company to achieve its corporate objectives or otherwise advance the progress of the Company; risks related to the international operations; the Company's inability to obtain any necessary permits, consents or authorizations required for its activities; an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on capital market conditions, restriction on labour and international travel and supply chains; general market and industry conditions; and those risks set out in the Company’s public documents filed on SEDAR. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to revise or update any forward-looking information other than as required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20211020005372/en/

Contacts

Media and Investor Relations Inquiries

Please contact:
Sean Ty
Chief Financial Officer
604 477 9997
ir@fortressblockchain.io

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