Forge Resources Closes Brokered Private Placement of Units

Executive Summary

• Forge Resources Corp. completed the initial closing of its “best efforts” private placement, issuing 6,687,000 units at $0.50 each for total gross proceeds of $3,343,500.
• Each unit consists of one common share and half of a common‑share purchase warrant (full warrant exercisable at $0.75 per share, three‑year term).
• Net proceeds will be used in accordance with the company’s amended offering document dated February 24 2026.

Key Details

• Units Issued: 6,687,000 units @ $0.50 per unit → Gross Proceeds: $3,343,500.
• Unit Composition: 1 common share + ½ of a common‑share purchase warrant (full warrant allows purchase of one additional share at $0.75).
• Warrant Terms: Exercise price $0.75; expires March 27 2029; three‑year term from issuance.
• Agent/Lead Bookrunner: Ventum Financial Corp. (sole bookrunner).
• Compensation to Agent: Cash commission equal to 7.0% of the offering plus Compensation Options equal to 7.0% of the offering.
• Compensation Options: Right to acquire one unit at $0.50 per unit for three years, expiring March 27 2029; subject to a hold period of four months and one day from issuance.
• Legal Counsel: Richards Buell Sutton LLP (Forge); Wildeboer Dellelce LLP (Agent).
• Use of Proceeds: As described in the amended and restated offering document dated February 24 2026 (available on SEDAR+).
• Exemptions Utilized: Listed Issuer Financing Exemption under NI 45‑106 (Part 5A) and CSA Blanket Order 45‑935; not subject to statutory hold period in Canada (except Quebec).

Notable Quotes

“The successful initial closing of this private placement provides Forge with the capital needed to advance our Alotta project and support our strategic initiatives,” – PJ Murphy, CEO, Forge Resources Corp.