Forge Resources Closes Brokered Private Placement of Units

Rhea-AI Summary

Forge Resources (OTCQB: FRGGF) closed an initial tranche of a brokered "best efforts" private placement on March 27, 2026, issuing 6,687,000 Units at $0.50 per Unit for gross proceeds of $3,343,500.

Each Unit includes one common share and one half warrant; each whole warrant exercisable at $0.75 until March 27, 2029. The Agent received 7.0% cash commission and compensation options equal to 7.0% of the Offering.

Positive

• Gross proceeds of $3.34M strengthen cash position
• Issued 6,687,000 Units at $0.50 per Unit
• Warrants exercisable at $0.75 until March 27, 2029

Negative

• Agent compensation totaled 7.0% cash plus 7.0% compensation options
• Potential dilution from Compensation Options and outstanding warrants

Vancouver, British Columbia--(Newsfile Corp. - March 27, 2026) - Forge Resources Corp. (CSE: FRG) (OTCQB: FRGGF) (FSE: 5YZ) ("Forge" or the "Company") is pleased to announce the initial closing of the Company's previously announced "best efforts" private placement offering. Further to its press release on February 18, 2026, the Company has issued an aggregate of 6,687,000 units (the "Units") at a price of $0.50 per Unit for aggregate gross proceeds of $3,343,500 (the "Offering").

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

Each Unit consists of one common share of the Company (a "Common Share") and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to purchase one common share of the Company for a period of 3 years expiring March 27, 2029, at an exercise price of $0.75 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"), 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 amended and restated offering document dated February 24, 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 options (the "Compensation Options") equal to 7.0% of the Offering to the Agent. The Compensation Options entitle the holder to acquire one Unit at a price of $0.50 per Unit for a period of 3 years, expiring March 27, 2029.

The Compensation Options will be 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 in this press release includes, but is not limited to, the use of proceeds of the Offering and information concerning the Company's 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/290209

FAQ

How much did Forge Resources (FRGGF) raise in the March 27, 2026 private placement?

Forge Resources raised $3,343,500 through the initial closing by issuing 6,687,000 Units at $0.50 each. According to the company, proceeds will be used per the amended offering document dated February 24, 2026 and filed on SEDAR+.

What does each Unit include in Forge Resources' (FRGGF) offering closed March 27, 2026?

Each Unit contains one common share and one half warrant; two Units equal one whole warrant. According to the company, each whole warrant permits purchase of one share at $0.75 until March 27, 2029.

What are the warrant terms from Forge Resources' (FRGGF) March 27, 2026 financing?

Warrants have a 3-year term and an exercise price of $0.75, expiring March 27, 2029. According to the company, warrants result from Units where each half-warrant pairs into whole warrants exercisable under those terms.

Who acted as agent and what fees were paid in Forge Resources' (FRGGF) private placement?

Ventum Financial acted as lead agent and sole bookrunner; the company paid a 7.0% cash commission plus compensation options equal to 7.0% of the Offering. According to the company, compensation options are exercisable into Units at $0.50.

Are the Units from Forge Resources' (FRGGF) March 27, 2026 placement subject to Canadian hold periods?

Units were issued under the LIFE Exemption and are not subject to statutory Canadian hold periods. According to the company, the Compensation Options will carry a hold period expiring four months and one day from issuance.