Forge Resources Closes Brokered Private Placement of Units

Forge Resources raises $2 million via a brokered unit financing with attached warrants and agent compensation in cash and warrants.

Rhea-AI Summary

Forge Resources (FRGGF) closed its previously announced best-efforts brokered private placement of 8,000,000 units at $0.25 per unit for gross proceeds of $2,000,000 on September 15, 2026.

Each unit comprises one common share and one warrant, with each warrant exercisable at $0.40 per share until September 15, 2028. The units were issued under the Listed Issuer Financing Exemption in most Canadian provinces (excluding Quebec) and qualifying foreign jurisdictions and are not subject to a statutory hold period in Canada. Net proceeds will be used as described in the offering document dated September 4, 2026. Forge paid the agent a 7.0% cash commission and issued compensation warrants equal to 7.0% of the offering, each exercisable into one unit at $0.25 until September 15, 2028, subject to a four-month-plus-one-day hold.

Positive

• Gross proceeds of $2,000,000 raised from 8,000,000 units at $0.25
• Units issued under LIFE exemption are not subject to a statutory hold period in Canada
• Agent compensation includes 2-year compensation warrants at $0.25 that may further fund the company if exercised

Negative

• Financing incurs a 7.0% cash commission on the $2,000,000 offering
• Issue of 8,000,000 new units plus 7.0% compensation warrants creates potential shareholder dilution
• Attached warrants at $0.40 exercise price add future overhang on the share capital

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Vancouver, British Columbia--(Newsfile Corp. - September 15, 2026) - Forge Resources Corp. (CSE: FRG) (OTCQB: FRGGF) (FSE: 5YZ) ("Forge" or the "Company") is pleased to announce the closing of the Company's previously announced "best efforts" private placement. Further to its press release on September 4, 2026, the Company has issued 8,000,000 units (the "Units") at a price of $0.25 per Unit for gross proceeds of $2,000,000 (the "Offering").

The Offering was completed by Ventum Financial Corp. (the "Agent"), as sole agent and bookrunner.

Each Unit consists of one common share of the Company (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one common share of the Company for a period of two years expiring September 15, 2028, at an exercise price of $0.40 per share.

The Units sold under the Offering were issued in reliance on the "Listed Issuer Financing Exemption" under Part 5A of National Instrument 45-106 - Prospectus Exemptions, as amended by CSA Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the "LIFE Exemption"), and offered in all provinces of Canada, except Quebec, and other qualifying jurisdictions, and are not subject to any statutory hold period pursuant to applicable Canadian securities laws.

The net proceeds from the Offering will be used as described under the Company's offering document dated September 4, 2026, available under the Company's profile online at SEDAR+ (www.sedarplus.ca).

In connection with the Offering, the Company paid a cash commission equal to 7.0% of the Offering and compensation warrants (the "Compensation Warrants") equal to 7.0% of the Offering to the Agent. The Compensation Warrants entitle the holder to acquire one Unit at a price of $0.25 per Unit for a period of two years, expiring September 15, 2028.

The Compensation Warrants are subject to a hold period expiring four months and one day from issuance.

Richards Buell Sutton LLP acted as legal counsel to Forge in connection with the Offering, and Wildeboer Dellelce LLP acted as legal counsel to the Agent.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the 1933 Act or any state securities laws and may not be offered or sold within the United States unless registered under the 1933 Act and applicable state securities laws or an exemption from such registration is available.

About Forge Resources Corp.

Forge Resources Corp. is a Canadian-listed junior exploration company focused on exploring and advancing the Alotta project, a prospective porphyry copper-gold-molybdenum project consisting of 230 mineral claims that cover 4,723 hectares, located 50 km south-east of the Casino porphyry deposit in the unglaciated portion of the Dawson Range porphyry/epithermal belt in the Yukon Territory of Canada.

In addition, the Company holds an 80% interest in Aion Mining Corp., a company that is developing the fully permitted La Estrella coal project in Santander, Colombia. The project contains eight known seams of metallurgical and thermal coal.

On behalf of the Board of Directors
"PJ Murphy", CEO Forge Resources Corp.
info@forgeresourcescorp.com
604-271-0826

Forward-Looking Statements

Certain of the statements made and information contained herein may contain forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information includes, but is not limited to, information concerning the Company's use of proceeds of the Offering and its intentions with respect to the development of its mineral properties. Forward-looking information is based on the views, opinions, intentions and estimates of management at the date the information is made, and is based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated or projected in the forward-looking information (including the actions of other parties who have agreed to do certain things and the approval of certain regulatory bodies). Many of these assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by applicable securities laws, or to comment on analyses, expectations or statements made by third parties in respect of the Company, its financial or operating results or its securities. The reader is cautioned not to place undue reliance on forward-looking information. We seek safe harbor.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/314379

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does each Forge Resources unit consist of and how long do the warrants last?

Each unit consists of one common share and one common share purchase warrant. Each warrant entitles the holder to purchase one common share at an exercise price of $0.40 per share for a period of two years, expiring on September 15, 2028.

Where and under which exemption were the Forge Resources units offered?

The units were offered under the Listed Issuer Financing Exemption in Part 5A of National Instrument 45-106, as modified by CSA Coordinated Blanket Order 45-935. They were offered in all provinces of Canada except Quebec, and in other qualifying jurisdictions.

How will Forge Resources use the net proceeds from this private placement?

The net proceeds from the offering will be used as described in Forge Resources' offering document dated September 4, 2026, which is available under the company’s profile on SEDAR+.

What are the terms and restrictions on the agent’s compensation warrants?

Forge paid the agent compensation warrants equal to 7.0% of the offering. Each compensation warrant entitles the holder to acquire one unit at $0.25 per unit for two years, expiring on September 15, 2028, and these warrants are subject to a hold period expiring four months and one day from issuance.

Can these Forge Resources securities be offered or sold in the United States?

No. The securities have not been and will not be registered under the U.S. Securities Act of 1933 or state securities laws, and may not be offered or sold within the United States unless registered or an applicable exemption from registration is available.