Forge Resources Closes Second Tranche of Private Placement for Total $6 Million
Rhea-AI Summary
Forge Resources (OTCQB: FRGGF) closed the second tranche of a brokered flow-through private placement, issuing 5,313,000 flow-through units at $0.50 per unit for $2,656,500. Together with the first tranche, the Offering raised aggregate gross proceeds of $6,000,000.
Each FT Unit includes one flow-through common share and one warrant exercisable at $0.70 to May 7, 2029. Proceeds will fund Canadian qualifying exploration expenditures to be incurred by December 31, 2027, and renounced no later than December 31, 2026. The company paid a 7% cash commission and issued compensation warrants equal to 7% of FT Units. Forge engaged SnowBridge for digital marketing with an initial $400,000 CAD cash campaign starting May 11, 2026.
Positive
- Aggregate proceeds of $6,000,000 closed
- 5,313,000 FT Units issued in second tranche
- Proceeds earmarked for qualifying Canadian exploration expenditures
- Warrants exercisable at $0.70 until May 7, 2029
- Engaged SnowBridge with $400,000 CAD initial marketing budget
Negative
- Paid a 7% cash commission, reducing net proceeds
- Issued compensation warrants equal to 7% of FT Units (dilution)
- Flow-through expenditures must be incurred by Dec 31, 2027
- FT Units subject to a four-month statutory hold period
Vancouver, British Columbia--(Newsfile Corp. - May 7, 2026) - Forge Resources Corp. (CSE: FRG) (OTCQB: FRGGF) (FSE: 5YZ) ("Forge" or the "Company") is pleased to announce the closing of the second tranche of the Company's previously announced brokered private placement financing with Ventum Financial Corp., as agent and sole bookrunner. Further to its press releases on February 18, 2026 and March 27, 2026, the Company has issued an aggregate of 5,313,000 flow-through units (the "FT Units") that intend to qualify as "flow-through shares" as defined in subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act"), at a price of
Each FT Unit consists of one common share issued on a "flow-through" basis and one common share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder to purchase one common share of the Company (a "Warrant Share") for a period of 3 years expiring May 7, 2029 at an exercise price of
The gross proceeds from the sale of the FT Units will be used to incur exploration expenses that qualify as "Canadian exploration expenses" as defined in subsection 66.1(6) of the Tax Act and "flow-through mining expenditures" as defined in subsection 127(9) of the Tax Act for purposes of the mineral exploration tax credit (the "Qualifying Expenditures"). Such expenses will be incurred on or before December 31, 2027, and renounced to purchasers of the FT Units with an effective date no later than December 31, 2026.
In connection with the Offering, the Company paid a cash commission equal to
Digital Marketing
Forge is pleased to announce that it has engaged SnowBridge Limited ("SnowBridge") to provide investor awareness and digital marketing services in accordance with the policies of the Canadian Securities Exchange (the "CSE").
SnowBridge will assist Forge Resources with investor awareness initiatives, which may include digital advertising, content development, and coordination with third-party publishers and content creators. The services are intended to increase general awareness of the Company and its activities among the investing public.
The engagement has an initial term of 3 months commencing May 11, 2026, continuing month-to-month thereafter unless terminated by either party upon thirty (30) days' written notice. The Company has allocated an initial campaign budget of
All promotional activities will be conducted under the Company's control and oversight, in compliance with applicable securities laws and CSE policies. SnowBridge and its principals are prohibited from trading in the Company's securities during the term of the engagement. The Company has prepared the required Form 10 - Notice of Proposed Significant Transaction with the CSE and issued this news release in accordance with CSE Policy 5 and CSE Policy 7.
About SnowBridge
SnowBridge is a digital marketing agency that focuses on providing public companies with presence and influence in critical geographies around the world.
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
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, information concerning the proposed use of proceeds of the Offering, the incurring and renunciation of the Qualifying Expenditures and 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/296442