Forge Resources Announces $10 Million Private Placement

Executive Summary

• Forge Resources entered into an engagement letter with Ventum Financial Corp. to conduct a best‑efforts private placement of up to 10 million LIFE units and up to 8,333,400 flow‑through (FT) units for aggregate gross proceeds of up to $10,000,040.
• Units are priced at $0.50 (LIFE) and $0.60 (FT); each includes a common share plus half a warrant exercisable at $0.75 per share for 36 months.
• Proceeds will fund exploration of the Alotta Property (FT units) and development of the La Estrella project, as well as general working capital (LIFE units).

Key Details

• Offering Structure
• LIFE Units: up to 10,000,000 units @ $0.50 each → max $5,000,000 gross proceeds.
• FT Units: up to 8,333,400 units @ $0.60 each → max $5,000,040 gross proceeds.
• Unit Composition
• Each LIFE Unit = 1 common share + ½ of a common‑share purchase warrant (full warrant exercisable at $0.75).
• Each FT Unit = 1 flow‑through common share + ½ of a warrant (same exercise terms).
• Warrant Terms – Exercise price $0.75 per share; exercisable for 36 months from issuance.
• Statutory Hold Periods – LIFE Units freely tradeable in Canada (except Quebec); FT Units subject to a four‑month statutory hold period plus one day.
• Agent Compensation – Ventum Financial will receive:
• Cash commission equal to 7.0 % of aggregate proceeds, payable at closing.
• Compensation warrants for additional LIFE Units equal to 7.0 % of total units issued, exercisable at $0.50 per unit, with a four‑month plus one day hold period.
• Agent’s Option – Ability to sell up to an additional 15 % of the offered units (LIFE and/or FT) at the same price, exercisable up to 48 hours before the closing date.
• Use of Proceeds
• FT Units: Canadian exploration expenses qualifying for mineral‑exploration tax credits; expenditures to be incurred by Dec 31 2027 and renounced by Dec 31 2026.
• LIFE Units: Development of the La Estrella coal project, general corporate expenses, and working capital.
• Closing Date – Expected on or about March 3 2026, subject to regulatory approvals (including CSE).
• Regulatory Framework – Offerings rely on NI 45‑106 exemptions (LIFE Exemption for LIFE Units; other NI 45‑106 exemptions for FT Units) and, for U.S. investors, applicable 1933 Act exemptions.

Notable Quotes

“We are pleased to partner with Ventum Financial Corp. to provide our shareholders with an attractive financing opportunity that will fund the continued advancement of both our Alotta Property and La Estrella project.” – PJ Murphy, CEO, Forge Resources Corp.