Formation Metals Closes Second Tranche of its Private Placement for Aggregate Proceeds of $8.46M, Increases Drill Program to 30,000 Metres at the Advanced N2 Gold Project

Rhea-AI Summary

Formation Metals (OTCQB:FOMTF) closed the second tranche of its private placement on October 31, 2025, raising $8,456,619.81 by issuing 17,837,838 LIFE units at $0.37 and 4,528,341 flow-through units at $0.41.

Following the close the company reports ~C$12.7M working capital, zero debt, and a 2025-2026 exploration budget of ~C$8.1M (inclusive of Quebec tax credits). Formation expanded the N2 Gold Project drill program to 30,000 metres targeting A, RJ and Central zones and plans follow-up base metal work.

Positive

• $8.46M gross proceeds from second tranche
• Working capital of ~C$12.7M after closing
• Exploration budget of ~C$8.1M for 2025–2026
• Drill program expanded to 30,000 metres

Negative

• Issued 17.8M LIFE units and associated warrants (dilution risk)
• Warrants exercisable at $0.54 for 36 months
• Marketing/consulting commitments up to €250,000 and $350,000

VANCOUVER, BC / ACCESS Newswire / October 31, 2025 / Formation Metals Inc. ("Formation" or the "Company") (CSE:FOMO)(FSE:VF1)(OTCQB:FOMTF), a North American mineral acquisition and exploration company, is pleased to announce that, further to its news releases of September 30, 2025, October 1, 2025 and October 15, 2025, it has closed the second tranche of its private placement, raising $8,456,619.81 in gross proceeds through the issuance of 17,837,838 units (each a "LIFE Unit") at $0.37 per LIFE Unit (the "LIFE Offering") and 4,528,341 flow-through units (the "FT Units") at $0.41 per FT Unit (the "FT Offering" and together with the LIFE Offering, the "Offerings").

Following the closing of the second tranche, the Company has working capital of ~C$12.7M with zero debt. Inclusive of provincial tax credits from the Quebec government, Formation's exploration budget for 2025-2026 is set at ~$8.1M.

The Company is also pleased to announce that it has expanded its planned drill program at its N2 Gold Property ("N2" or the "Property") to 30,000 metres, following the successful closing of the Offerings, and the findings of its on-going maiden Phase 1 drill program.

The drilling at N2, which is host to a global historic resource of ~870,000 ounces comprised of 18 Mt grading 1.4 g/t Au (~809,000 oz Au) across four zones (A, East, RJ-East, and Central)^2,3 and 243 Kt grading 7.82 g/t Au (~61,000 oz Au) across the RJ zone², is designed to focus on discovery drilling at new high-potential targets along the mineralization strikes at the "A", "RJ" and "Central" zones in the northern part of the Property in order to discover new auriferous trends and unlock new zones of gold mineralization. The program will also focus on high-priority infilling and expansion targets in these zones to significantly enhance the auriferous zones identified to-date.

Historical highlights from the top two priority zones include:

• A Zone: A shallow, highly continuous, low-variability historic gold deposit with ~522,900 ounces identified at a grade of 1.52 g/t Au. ~15,000 metres have been drilled historically across 1.65 km of strike, with over 3.1 km of strike remaining to be tested. 84% of historical drillholes intercepted auriferous intervals including up 1.7 g/t over
  35 m.

• RJ Zone: a high-grade historic gold deposit with ~61,100 ounces identified at a grade of 7.82 g/t Au, with high-grade intercepts from historical drill holes as high as 51 g/t Au over 0.8 metres and 16.5 g/t Au over 3.5 metres². This zone was the target of the most recently drilling at the Property by Agnico-Eagle Mines in 2008, when the price of gold was ~US$800/oz. Only ~900 metres of strike has been drilled, with 4.75+ km of strike remaining to be tested.

Figure 1 - PDDH design for the complete 30,000 metre Drill Program.

The Company closed $194,230.33 in gross proceeds through the issuance of 524,947 LIFE units as part of the second tranche. The Company has raised total gross proceeds of $6,600,000 in both tranches of the Offering of LIFE Units.

The Offering was conducted pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), as amended and supplemented by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. Each LIFE Unit issued in the Offering is comprised of one common share in the capital of the Company (a "LIFE Share") and one common share purchase warrant (a "LIFE Warrant"). Each LIFE Warrant is exercisable to acquire one additional common share of the Company at an exercise price of $0.54 for a period of 36 months from the date of closing of the Offering. The LIFE Units issued pursuant to the Offering are not subject to a hold period in accordance with applicable Canadian securities laws. In connection with the Offering, the Company filed an offering document dated September 30, 2025, as amended and restated on October 14, 2025, which is available on the Company's SEDAR+ profile at www.sedarplus.ca and on the Company's website (www.formationmetalsinc.com). No finder's fees were paid in connection with the Private Placement. The Company intends to use the net proceeds of the Offering as more particularly set out in the Offering Document.

The Company is also pleased to announce that it has entered into a consulting agreement with Plutus Invest and Consulting GmbH ("Plutus") (address: Buchtstr. 13, Bremen, 28195, Germany; e-mail: contact@plutusinvest.de, telephone: 49-421-1754-0174), pursuant to which Plutus will provide the Company with marketing and communications services for a twelve-month term commencing November 1^st, 2025. The marketing services provided by Plutus will be in consulting with the Company's management in building investor awareness of the Company through Plutus's network in Europe. The Company has agreed to pay Plutus a consulting fee of up to €250,000 payable upon the commencement of services and over the term. The Company will not issue any securities to Plutus as compensation for the services. As of the date hereof, to the Company's knowledge, Plutus does not own any securities of the Company and has an arm's-length relationship with the Company.

The Company is also pleased to announce that it has extended the marketing agreement for 1502656 B.C. Ltd. ("1502656") (address: 3849 154th St., Surrey, BC, Canada V3Z 0V3; e-mail: nate@wagnergroup.media., telephone: 604-317-2952) for a further six months for a total budget of up to $350,000 commencing November 1^st, 2025. 1502656 is an independent company that will provide strategic digital media services, marketing (including awareness campaigns) and data analytical services to the company. The Company will not issue any securities to 1502656 as compensation for the services. As of the date hereof, to the Company's knowledge, 1502656 does not own any securities of the Company and has an arm's-length relationship with the Company.

Project Summary

Comprising 87 claims totaling ~4,400 ha within the Abitibi sub province of Northwestern Quebec, Formation's flagship N2 Gold Project is an advanced gold project with a global historic resource of 877,000 ounces. There are six primary auriferous mineralized zones in total, each open for expansion along strike and at depth (Figure 2) Compilation and geophysical work by Balmoral Resources Ltd. (now Wallbridge Mining) from 2010 to 2018 generated numerous targets that have not yet been investigated with diamond drilling.

Figure 2 - Property overview summarizing historical work completed at each of the six mineralized zones and their respective historical resource.

The Company also believes that N2 has significant base metal potential, where it recently completed a revaluation process which revealed significant copper and zinc intercepts within historic drillholes known to have significant gold grades (>1 g/t Au). Assay results range from 200 to 4,750 ppm and 203 ppm to 6,700 ppm, for copper and zinc, respectively, indicating strong potential for elevated base metal (Cu-Zn) concentrations across the property, specifically at the A and RJ zones. Property wide geology at N2 features volcanic and sedimentary rocks formed in regional anticlinal and synclinal flexures. Three principal deformation structures (Figure 1), oriented along the known NW-SE to WNW-ESE structural trends typical of VMS deposits in the Matagami region, function as critical geologic controls for mineralization on the property.

For the 2025 exploration season, Formation plans to concentrate its efforts on the northern part of N2, targeting gold deposit expansion and discovery along identified zones and fault systems associated with the main deformation features (specifically WNW-ESE trend), with IP surveys and drilling planned to model mineralized zones that will hopefully contribute to an updated NI-43 101 compliant resource. Formation will also look to further review historic base metal assays from older drill core and undertake additional work in 2025 to assess the property's copper and zinc potential.

Qualified person

The technical content of this news release has been reviewed and approved by Mr. Babak Vakili Azar, P.Geo., an independent contractor and a qualified person as defined by National Instrument 43-101. Historical reports provided by the optionor were reviewed by the qualified person. The information provided has not been verified and is being treated as historic.

About Formation Metals Inc.

Formation Metals Inc. is a North American mineral acquisition and exploration company focused on the development of quality properties that are drill-ready with high-upside and expansion potential. Formation's flagship asset is the N2 Gold Project, an advanced gold project with a global historic resource of ~870,000 ounces (18 Mt grading 1.4 g/t Au (~809,000 oz Au) across four zones (A, East, RJ-East, and Central)^2,3 and 243 Kt grading 7.82 g/t Au (~61,000 oz Au) across the RJ zone^2,4) and six mineralized zones, each open for expansion along strike and at depth including the "A" zone, of which only ~35% of strike has been drilled (>3.1 km open), and the "RJ" zone, host to historical high-grade intercepts as high as 51 g/t Au over 0.8 metres.

FORMATION METALS INC.

Deepak Varshney, CEO and Director

For more information, please call 778-899-1780, email dvarshney@formationmetalsinc.com or visit www.formationmetalsinc.com.

Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

Notes and References:

1. Readers are cautioned that the geology of nearby properties is not necessarily indicative of the geology of the Property.

2. The above referenced resource estimates do not have a category, are considered historical in nature, and are based on prior data prepared by a previous property owner, and do not conform to current CIM categories.

   While the Company considers the estimates to be reliable, a qualified person has not done sufficient work to classify the historical estimates as current resources in accordance with current CIM categories and the Company is not treating the historical estimates as a current resource. A 0.5 g/t Au cut-off was used in the preparation of the historical estimates with a minimum 2.5 metre mining width.

   Significant data compilation, re-drilling, re-sampling and data verification may be required by a qualified person before the historical estimates can be classified as current resources. There can be no assurance that any of the historical mineral resources, in whole or in part, will ever become economically viable. In addition, mineral resources are not mineral reserves and do not have demonstrated economic viability. The Company is not aware of any more recent estimates prepared for the N2 Property.

3. Needham, B. (1994), 1993 Diamond Drill Report, Northway Joint Venture, Northway Property; Cypress Canada Inc.; 492 pages.

4. Guy K. (1991), Exploration Summary May 1, 1990 to May 1, 1991 Vezza Joint Venture Northway Property; Total Energold; 227 pages.

Forward-looking statements:

This news release includes "forward-looking statements" under applicable Canadian securities legislation, including statements respecting: the Company's plans for the Property and the expected timing and scope of the drilling program at the Property; the Company's goal of delivering a near-surface multi-million-ounce deposit the Property; the Company's view that the Property has the potential for over three million ounces of gold; the Company's planned 30,000-metre drilling program; and statements respecting the Offerings, the timing thereof and the expected use of proceeds therefrom. Such forward-looking information reflects management's current beliefs and is based on a number of estimates and/or assumptions made by and information currently available to the Company that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned that such forward-looking statements are neither promises nor guarantees and are subject to known and unknown risks and uncertainties including, but not limited to, general business, economic, competitive, political and social uncertainties, uncertain and volatile equity and capital markets, lack of available capital, actual results of exploration activities, environmental risks, future prices of base and other metals, operating risks, accidents, labour issues, delays in obtaining governmental approvals and permits, and other risks in the mining industry.

The Company is presently an exploration stage company. Exploration is highly speculative in nature, involves many risks, requires substantial expenditures, and may not result in the discovery of mineral deposits that can be mined profitably. Furthermore, the Company currently has no reserves on any of its properties. As a result, there can be no assurance that such forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements.

No Offer or Solicitation to Purchase Securities in the United States

This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons, as such term is defined in Regulation S under the Securities Act ("Regulation S"), except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act.

Not for distribution to United States newswire services or for dissemination in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This news release shall not constitute an offer to sell or the solicitation of an offer to buy in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons nor shall there by any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

SOURCE: Formation Metals

View the original press release on ACCESS Newswire

FAQ

How much did Formation Metals raise in the October 31, 2025 private placement (FOMTF)?

Formation raised $8,456,619.81 in gross proceeds from the second tranche of its private placement.

What is Formation Metals' working capital and debt position after the closing (FOMTF)?

After the closing the company reported ~C$12.7M in working capital and zero debt.

How large is the updated drill program at the N2 Gold Project (FOMTF) and what will it target?

The company expanded the drill program to 30,000 metres targeting discovery and infill at the A, RJ and Central zones in the northern property.

What exploration budget did Formation set for 2025–2026 and does it include tax credits (FOMTF)?

Formation set an exploration budget of ~C$8.1M for 2025–2026, inclusive of Quebec provincial tax credits.

What are the terms of the LIFE warrants issued in the private placement (FOMTF)?

Each LIFE Warrant is exercisable for one share at an exercise price of $0.54 for 36 months from closing.

What marketing and consulting commitments did Formation agree to starting November 1, 2025 (FOMTF)?

Formation entered a 12-month agreement with Plutus up to €250,000 and extended a contract with 1502656 up to $350,000 starting November 1, 2025.