Forge Resources arranges $10-million placement

Executive Summary

• Forge Resources Corp. announced a $10 million private placement consisting of LIFE units and flow-through (FT) units, managed by Ventum Financial Corp.
• The offering includes up to 10 million LIFE units priced at $0.50 each and up to 8,333,400 FT units priced at $0.60 each, with an overallotment option for an additional 15% of units.
• Proceeds are designated for exploration and development of the Alotta project (via FT units) and the La Estrella project, plus general working capital (via LIFE units).

Key Details

• Total Gross Proceeds: Up to $10,000,040.
• LIFE Units:
  • Quantity: Up to 10,000,000 units.
  • Price: $0.50 per unit.
  • Composition: One common share and one-half of one common share purchase warrant.
  • Warrant Terms: Exercisable into one common share at $0.75 per share for 36 months.
  • Regulatory Status: Freely tradeable for Canadian residents (except Quebec) under the Listed Issuer Financing Exemption (NI 45-106); no hold period.
  • Use of Proceeds: Development of La Estrella project, general expenses, and working capital.
• Flow-Through (FT) Units:
  • Quantity: Up to 8,333,400 units.
  • Price: $0.60 per unit.
  • Composition: One common share issued on a flow-through basis and one-half of one common share purchase warrant.
  • Warrant Terms: Exercisable into one common share at $0.75 per share for 36 months.
  • Regulatory Status: Subject to a four-month statutory hold period plus one day.
  • Use of Proceeds: Exploration expenses qualifying as Canadian exploration expenses and flow-through mining expenditures for the mineral exploration tax credit; expenses to be incurred on or before Dec. 31, 2027, and renounced by Dec. 31, 2026.
• Overallotment Option: Agent has an option to sell up to an additional 15% of LIFE and/or FT units at the applicable offering price, exercisable up to 48 hours prior to closing.
• Agent Compensation:
  • Cash Commission: 7.0% of aggregate proceeds.
  • Compensation Warrants: Warrants to acquire LIFE units equal to 7.0% of the aggregate number of LIFE and FT units issued, exercisable at $0.50 per LIFE unit for 36 months.
• Closing Date: Expected on or about March 3, 2026.
• Conditions: Subject to receipt of necessary approvals, including the Canadian Securities Exchange (CSE).
• Jurisdictions: Available to purchasers in Canada (except Quebec for LIFE units) and the United States (under 1933 Act exemptions).

Notable Quotes

• No direct quotes from management were included in the provided text.