Forza Innovations Inc. announced that it has entered into securities purchase agreement with Mast Hill Fund, L.P., a fund managed by Mast Hill Management, LLC in a best effort private placement of a convertible promissory note for gross proceeds of $350,000 on January 20, 2022. The company will also issue a five-year warrant to purchase up to 700,000 shares of common stock at a price of $0.50 per share, a five-year warrant to purchase up to 350,000 shares of common stock at a price of $1.00 per share, an equity purchase agreement, wherein the investor agreed to commit to buying up to $5,000,000 worth of its common stock at a price equal to 90% of the volume weighted average price of the its common stock. The note will have net proceeds of $309,000.

The Note contains an original issue discount amount of $35,000 and legal fees payable to Mast Hill's legal counsel of $6,000. The maturity date of the Note is January 20, 2023, and shall bear interest at a rate of 12% per annum, which interest may be paid by the Company to Mast Hill in shares of common stock, but shall not be payable until the Note becomes payable, whether at the Maturity Date or upon acceleration or by prepayment, as described in the Note. The conversion price shall be equal to $0.10.

The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) promulgated by the United States Securities and Exchange Commission under the 1933 Act.