Forum Energy Metals Announces Shareholder Approval for Acquisition by Baselode Energy

Rhea-AI Summary

Forum Energy Metals (OTCQB: FDCFF) announced overwhelming shareholder approval for its acquisition by Baselode Energy Corp. Under the arrangement, Baselode will acquire all outstanding Forum shares at an exchange ratio of 0.3535 Baselode shares for each Forum share.

The vote saw strong support with 97.57% approval from shareholders, representing 35.17% of the total 309,354,574 issued shares. The arrangement received 97.48% approval from minority shareholders. Forum will seek final court approval on August 22, 2025, after which the shares will be delisted from TSXV upon completion.

Positive

• None.

Negative

• Delisting from TSXV will reduce trading venue options for current Forum shareholders
• Only 35.17% of total eligible shares were represented at the meeting, indicating relatively low turnout

Vancouver, British Columbia--(Newsfile Corp. - August 19, 2025) - Forum Energy Metals Corp. (TSXV: FMC) (OTCQB: FDCFF) ("Forum" or the "Company") is pleased to announce that, at the special meeting (the "Meeting") of holders ("Shareholders") of common shares in the capital of the Company ("Shares") held today, Shareholders overwhelmingly voted in favour of the previously announced plan of arrangement (the "Arrangement") with Baselode Energy Corp. ("Baselode").

Under the Arrangement, Baselode will acquire all of the issued and outstanding Shares in exchange for 0.3535 of a Baselode common share (each whole common share of Baselode, a "Baselode Share") for each Share held (the "Exchange Ratio"). Forum's outstanding options will be exchanged for options of Baselode, and its outstanding warrants will become exercisable for Baselode Shares, in amounts and at exercise prices adjusted in accordance with the Exchange Ratio.

Shareholders holding a total of 108,801,782 Shares were represented in person or by proxy at the Meeting, representing 35.17% of the 309,354,574 issued and outstanding Shares entitled to vote as of July 8, 2025, the record date for the Meeting.

The Arrangement required the approval of: (i) at least two-thirds (66⅔%) of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting; and (ii) a majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting excluding Shares held by "interested parties" as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").

Of the votes cast at the Meeting, 97.57% of the votes cast by Shareholders (97.48% after excluding Shares required to be excluded under MI 61-101) were in favour of the Arrangement.

The Company will seek a final order (the "Final Order") of the Superior Court of British Columbia (the "Court") to approve the Arrangement on August 22, 2025. Completion of the Arrangement is subject to the satisfaction of customary closing conditions for a transaction of this nature, including receipt of the Final Order. Subject to the satisfaction (or waiver) of the closing conditions, it is expected that the Arrangement will be completed in shortly after the receipt of the Final Order. Following completion of the Arrangement, it is expected that Shares will be delisted from the TSX Venture Exchange (the "TSXV").

About Baselode

Baselode controls 100% of approximately 241,409 hectares for exploration in the Athabasca Basin area of northern Saskatchewan, Canada. The land package is free of any option agreements or underlying royalties.

Baselode discovered the ACKIO near-surface, uranium prospect in September 2021. ACKIO measures greater than 375 m along strike, greater than 150 m wide, comprised of at least 9 separate uranium Pods, with mineralization starting as shallow as 28 m and 32 m beneath the surface in Pods 1 and 7, respectively, and down to approximately 300 m depth beneath the surface with the bulk of mineralization occurring in the upper 120 m. ACKIO remains open at depth, and to the north, south and east.

Baselode's Athabasca 2.0 exploration thesis focuses on discovering near-surface, basement-hosted, high-grade uranium orebodies outside the Athabasca Basin. The exploration thesis is further complemented by Baselode's preferred use of innovative and well-understood geophysical methods to map deep structural controls to identify shallow targets for diamond drilling.

About Forum

Forum Energy Metals is focused on the discovery of high-grade, unconformity-related uranium deposits in Canada's premier uranium jurisdictions: the Athabasca Basin in Saskatchewan and the Thelon Basin in Nunavut. The Company holds a significant land position with 153,838 hectares in Saskatchewan — primarily within the Athabasca Basin — and 95,519 hectares in Nunavut's Thelon Basin.

Forum's flagship asset is the Aberdeen Project in Nunavut, which hosts the high-grade Tatiggaq and Qavvik uranium discoveries. Tatiggaq is a basement-hosted prospect defined over a 300-metre strike length, comprising multiple steeply dipping, ENE-trending mineralized lenses located at depths between 80 and 180 metres. Notable intercepts include 2.25% U₃O₈ over 11.1 metres¹, highlighting a high-grade core within the system. To date, only 500 metres of a 1,500-metre-long anomaly has been drill tested. Qavvik is a similarly styled, basement-hosted prospect characterized by steeply dipping, ENE-trending mineralized lenses across a 100 x 100 metre area, from surface down to 400 metres depth. Both zones require further detailed drilling to determine the full extent of mineralization.

In addition to these discoveries, the Aberdeen Project hosts over 50 high-priority exploration targets, many of which exhibit strong alteration and anomalous geochemistry from limited historical drilling — or remain entirely untested.

For further information: https://www.forumenergymetals.com.

Qualified Person Statement

The technical information contained in this news release has been reviewed and approved by Rebecca Hunter, P.Geo, President & CEO of Forum Energy Metals Corp., a Qualified ‎Person, as defined in "National Instrument 43-101 - Standards of Disclosure for Mineral Projects."

ON BEHALF OF THE BOARD OF DIRECTORS

"Rebecca Hunter"

Rebecca Hunter
President & CEO

For further information, please contact Forum at info@forumenergymetals.com.

Cautionary Statement:

Certain information in this news release is considered forward-looking within the meaning of certain securities laws and is subject to important risks, uncertainties, and assumptions. This forward-looking information includes, among other things, information with respect to the Company's beliefs, plans, expectations, anticipations, estimates and intentions. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward-looking information. The forward-looking information in this news release describes the Company's expectations as of the date of this news release. Forward-looking statements in this news release include, but are not limited to statements with respect to the closing of the Arrangement and the satisfaction of closing conditions including: (i) receipt of the Final Order from the Court; (ii) certain termination rights available to the parties under the Arrangement Agreement; (iii) the Company obtaining the necessary approvals from the TSXV; and (iv) other closing conditions, including, without limitation, the operation and performance of the Company of business in the ordinary course until the closing of the Arrangement and compliance by the Company with various covenants contained in the Arrangement Agreement.

The results or events anticipated or predicted in such forward-looking information may differ materially from actual results or events. Material factors which could cause actual results or events to differ materially from such forward-looking information include, among others, risks arising from general economic conditions; adverse industry events; inability to realize anticipated synergies; future legislative and regulatory developments; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; income tax and regulatory matters; the ability of the Company and Baselode to implement their business strategies; competition; and currency and interest rate fluctuations and other risks. Readers are cautioned that the foregoing list is not exhaustive.

The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME.

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

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¹ Refer to Forum's News Release dated September 12, 2023, titled "Forum intersects 2.25% over 11.1 metres on the Thelon Basin Uranium Project."

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/263143

FAQ

What is the exchange ratio for Forum Energy Metals (FDCFF) acquisition by Baselode?

Shareholders will receive 0.3535 Baselode shares for each Forum Energy Metals share they own.

When will Forum Energy Metals (FDCFF) be delisted from the TSXV?

Forum Energy Metals shares will be delisted from TSXV shortly after receiving the final court order, expected after August 22, 2025.

What percentage of Forum Energy Metals shareholders approved the Baselode acquisition?

97.57% of voting shareholders approved the acquisition, with 97.48% approval from minority shareholders.

How many Forum Energy Metals shares were represented at the special meeting?

108,801,782 shares were represented at the meeting, accounting for 35.17% of the total 309,354,574 issued shares.

What happens to Forum Energy Metals options and warrants after the acquisition?

Forum's options will be exchanged for Baselode options, and warrants will become exercisable for Baselode shares, with amounts and exercise prices adjusted according to the 0.3535 exchange ratio.