Forge Resources Announces Resignation of Non-Executive Director and Flow-Through Private Placement

Vancouver, May 16, 2025 - Forge Resources Corp. (CSE: FRG) (OTCQB: FRGGF) (FSE: 5YZ) ("FRG" or the "Company) announces the resignation of director and a non-brokered flow-through private placement (the "Private Placement") of flow-through units ("Units").

Private Placement

The Private Placement will be comprised of up to 1,162,790 Units at a price of $0.86 per Unit for aggregate gross proceeds of up to approximately $1,000,000, with each Unit consisting of one flow-through common share (each a "Share") and one-half of one transferable non-flow-through share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will enable the holder to acquire an additional non-flow-through common share of the Company ("Warrant Share") at a price of $1.30 per Warrant Share for a period of two years from the date of issuance (the "Warrant Expiry Date"). The Warrants are subject to an acceleration clause, in the event that the trading price of the Shares on the Canadian Securities Exchange (the "CSE") reaches $1.80 or more for a period of fifteen consecutive trading days, the Company may, at its option, accelerate the Warrant Expiry Date by delivering notice to the holders of such Warrants thereof by issuing a press release (the "Warrant Acceleration Press Release"), and, in such case the Warrant Expiry Date shall be deemed to be 5:00 p.m. (Vancouver Time) on the 30^th day following the date of the issuance of the Warrant Acceleration Press Release.

The gross proceeds from the Units will be utilized for incurring Canadian exploration expenses and flow-through mining expenditures at the Alotta Project, Yukon.

Finders' fees may be payable in connection with the Private Placement, subject to and in accordance with the policies of the CSE.

Resignation of Director

The Company announces the resignation of Greg Bronson from its Board of Directors. Following a recent move abroad and his decision to focus on easing into retirement, Mr. Bronson has stepped down from his role. Management would like to thank Mr. Bronson for his valuable contributions to the Company and wishes him well in his future endeavors. Subsequently, Mr. Bronson will not be standing for re-election in the upcoming annual general meeting of the Company scheduled for June 26, 2025.

About Forge Resources Corp.

Forge Resources Corp. is a Canadian-listed junior exploration company. The Company holds a 60% interest with a with a formalized agreement in place to acquire up to 80%, in Aion Mining Corp., a company that is developing the fully permitted La Estrella coal project in Santander, Colombia. La Estrella contains eight known seams of metallurgical and thermal coal. The Company also holds an option on the Alotta project, a prospective porphyry copper-gold-molybdenum project 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.

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 Aion Acquisition. 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. In particular, there can be no assurance that the Proposed Transaction will be completed as described or at all. 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.

Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/252516