Mr. Deepak Varshney reports
FORMATION METALS ANNOUNCES NON-BROKERED OFFERING OF UP TO $15 MILLION TO INCREASE 2026 DRILL PROGRAM TO 50,000 METRES
Formation Metals Inc. has proposed a non-brokered private placement for aggregate gross proceeds of up to $15-million.
Upon closing of the offering, the company intends on increasing its 2026 drill program to a fully financed 50,000 metres at the its flagship N2 gold project in Quebec, host to a global historic resource of approximately 871,000 ounces comprising 18 million tonnes (t) grading 1.4 grams per tonne (g/t) gold (Au) (approximately 810,000 ounces (oz) Au) across four zones (A, East, RJ-East and Central) and 243,000 t grading 7.82 g/t Au (approximately 61,000 oz Au) across the RJ zone.
The company is presently undertaking a fully financed 30,000-metre drill program, which has exceeded expectations, confirming geological continuity, and delivering robust and continuous gold intercepts in holes drilled within the northern corridor of the A zone, including:
- N2-25-006: 1.8 g/t Au over 21.9 metres beginning at 154.4 metres downhole, 133.7 metres vertical. Highlight interval includes 3.4 g/t Au over 4.8 metres with total metal index of 79.56;
- N2-25-008: 0.95 g/t Au over 61.1 metres beginning at 109 metres downhole, 94.4 metres vertical. Highlight interval includes 1.68 g/t Au over 26.5 metres with total metal index of 67.97;
- N2-25-009: 1.37 g/t Au over 24.0 metres beginning at 168.9 metres downhole, 146.3 metres vertical. Highlight interval includes 2.05 g/t Au over 13.3 metres with total metal index of 81.89;
- N2-25-012: 1.75 g/t Au over 30.4 metres beginning at 64.1 metres downhole, 45.3 metres vertical. Highlight intervals include 3.51 g/t Au over 10.5 metres and 19.2 g/t Au over 0.51 metre with total metal index of 62.43.
The company's drill strategy for the remainder of 2026 will focus on extensional drilling to the east and west of the A zone along strike, where it believes up to eight kilometres (km) may be mineralized in total, and to the south, where it recently identified visible gold in a 400-metre stepout in drill hole N2-26-24, located south of N2-25-007, N2-25-008 and N2-25-010.
The company will also advance its base metals exploration program at N2, where it recently completed a revaluation process, which revealed significant copper and zinc intercepts within historical drill holes known to have significant gold grades (more than one g/t Au). Assay results range from 200 to 4,750 parts per million (ppm) and 203 ppm to 6,700 ppm, for copper (Cu) and zinc (Zn), 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, oriented along the known northwest-southeast to west-northwest-east-southeast structural trends typical of VMS (volcanogenic massive sulphide) deposits in the Matagami region, function as critical geologic controls for mineralization on the property.
Deepak Varshney, chief executive officer of Formation Metals, commented: "Our maiden program at N2 continues to deliver significant surprises. It is rare for a project to deliver a 100 per cent success rate, but that is what we have accomplished in our drilling in the A zone, where we have identified consistent continuous bulk-tonnage gold across both strike and at depth. Moreover, as we continue to expand beyond the historical resource, we are finding significant successes in stepouts. Identifying a new set of shallow mineralized veins over 400 metres south suggests that there is a strong potential to expand the deposit and almost triple the width of the potential open pit. These results show that even with almost 71,000 metres drilled at N2, there is a long way to go to fully understand the size and significance of the system, and while our focus remains on extending the A zone along strike to the east and west, there is ample opportunity to expand the deposit laterally as well."
Mr. Varshney continued: "Adding 50,000 metres to our 2026 drill program will give us the opportunity to expand our continuity significantly ahead of our maiden resource in the fall. We are very excited to for the upcoming drill season and these funds will allow us to add a third rig on site as we continue to advance N2."
The offering will consist of up to $15-million of a combination of: (i) hard-dollar (HD) units of the company at a price of 37 cents per HD unit; (ii) flow-through (FT) units of the company at a price of 44 cents per FT unit; (iii) charity flow-through units of the company at a price of 54.8 cents per charity FT unit; and (iv) Quebec charity flow-through units of the company at a price of 59.6 cents per Quebec charity FT unit.
Each HD unit will consist of one common share in the capital of the company and one transferable non-flow-through common share purchase warrant of the company. Each FT unit will consist of one flow-through common share in the capital of the company, which will qualify as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada), and one warrant. Each charity FT unit will consist of one charity flow-through common share in the capital of the company, which will qualify as a flow-through share within the meaning of Subsection 66(15) of the tax act, and one warrant. Each Quebec charity FT unit will consist of one charity flow-through common share in the capital of the company, which will qualify as a flow-through share within the meaning of Subsection 66(15) of the tax act and Subsection 359.1 of the Taxation Act (Quebec), and one warrant. Each warrant will entitle the holder thereof to acquire one additional non-flow-through common share of the company at an exercise price of 59.6 cents per common share for a period of 36 months from the closing date of the offering.
The company intends to renounce such qualifying expenditures in favour of the subscribers of the FT units, charity FT units and Quebec charity FT units with an effective date of no later than Dec. 31, 2027, in the aggregate amount of not less than the total gross proceeds raised from the issuance of such flow-through securities.
The offering is being completed on a non-brokered private placement basis. The company may pay finders' fees to eligible arm's-length finders in connection with the offering, in each case in accordance with applicable securities laws and the policies of the Canadian Securities Exchange.
The offering is expected to close on or about May 13, 2026, or such other date or dates as the company may determine. The offering may close in one or more tranches.
Completion of the offering remains subject to a number of conditions, including, without limitation, receipt of all necessary corporate and regulatory approvals, regulatory approvals, and completion of customary subscription documentation.
The units will be offered: (a) by way of private placement in all of the provinces of Canada pursuant to applicable exemptions from the prospectus requirements under applicable Canadian securities laws; (b) in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to the exemptions from the registration requirements provided for under the United States Securities Act of 1933, as amended; and (c) in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction. The units to be issued pursuant to the offering to purchasers in Canada will be subject to a four-month-and-one-day hold period in Canada pursuant to applicable Canadian securities laws. The units will be offered to purchasers outside of Canada pursuant to an exemption from the prospectus requirements in Canada available under OSC Rule 72-503, Distributions Outside Canada, and, accordingly, the units to be issued pursuant to the offering to purchasers outside of Canada are not expected to be subject to a four-month-and-one-day hold period in Canada.
Project summary
Comprising 87 claims totalling approximately 4,400 hectares within the Abitibi subprovince of Northwestern Quebec, Formation's flagship N2 gold project is an advanced gold project with a global historic resource of approximately 871,000 ounces comprising 18 million t grading 1.4 g/t Au (approximately 810,000 oz Au) and 243,000 t grading 7.82 g/t Au (approximately 61,000 oz Au).
There are six primary auriferous mineralized zones in total, each open for expansion along strike and at depth. Compilation and geophysical work by Balmoral Resources Ltd. (now Wallbridge Mining) from 2010 to 2018 generated numerous targets that are being investigated for the first time by Formation with diamond drilling.
Historical highlights from the top two priority zones include:
- A zone: a shallow, highly continuous, low-variability historic gold deposit with approximately 522,900 ounces identified at a grade of 1.52 g/t Au. Approximately 15,000 metres have been drilled historically across 1.65 kilometres of strike, with 84 per cent of historical drill holes intercepted auriferous intervals including up to 1.7 g/t over 35 metres.
- RJ zone: a high-grade historic gold deposit with approximately 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 metre and 16.5 g/t Au over 3.5 metres. 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 approximately $800 (U.S.) per oz. Only approximately 900 metres of strike has been drilled, with 4.75-plus kilometres of strike remaining to be tested.
The company's internal view is that the N2 project has the potential to host a potential open-pit resource. This optimism is driven by several key factors:
- Significant undrilled strike length: The A zone alone has more than 3.1 kilometres of strike open (only approximately 35 per cent drilled historically), while the RJ zone has more than 4.75 kilometres remaining untested -- offering substantial room for lateral expansion of known mineralization.
- Open at depth and along strike: All zones remain open, with historical drilling limited to shallow depths (approximately 350 metres), leaving considerable vertical upside in a proven gold camp.
- Wide, continuous near-surface intercepts: Recent drilling has confirmed thick zones (100 to 200-plus metres) of target mineralization starting near surface, ideal for bulk-tonnage open-pit scenarios with low strip ratios and high tonnage potential.
- Regional analogy and pedigree: Located in the Casa Berardi trend, which hosts multiple multimillion-ounce deposits (Casa Berardi: more than two million oz produced and 14.3 million t at 2.75 g/t Au P&P (proved and probable) in reserve; Douay: more than three million oz in resources (10 million t at 1.59 g/t Au indicated and 76.7 million t at 1.02 g/t Au inferred)), N2 shares similar geology and structural controls. Nearby Vezza produced from higher-grade underground mining, but N2's shallower, wider zones suggest superior open-pit economics.
- Untested targets: Compilation work identified numerous geophysical anomalies (IP (induced polarization), EM (electromagnetic), VTEM (versatile time domain electromagnetic)) that remain undrilled, providing discovery potential beyond known zones.
- Rising gold prices and economic viability: At current gold prices, lower-grade bulk-tonnage deposits become highly attractive, enhancing the project's upside.
Strategically located 25 kilometres south of the mining town of Matagami in Quebec, this prime location provides year-round access via provincial highways and logging roads, and proximity to skilled labour, power infrastructure and established mining services in a jurisdiction known for its gold production exceeding 200 million ounces historically. The project lies along the Casa Berardi mine trend, which hosts multiple million-ounce gold deposits and is situated approximately 1.5 kilometres east of the former-producing Vezza gold mine operated by Nottaway Resources from 2013 to 2019, producing over 100,000 ounces of gold via underground methods.
The region's robust infrastructure supports toll milling opportunities, with potential access to nearby processing facilities such as those at Casa Berardi or other Abitibi mills, enabling cost-effective development without the need for on-site mill construction.
Qualified person
The technical content of this news release has been reviewed and approved by Babak V. Azar, PGeo, Geo (OGQ No. 10876), 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.
Quality assurance and quality control
The quality assurance and quality control protocols include insertion of blank or standard samples (accredited by Canadian Resource Laboratories) every 10 samples on average during the analytical process. The gold analyses were completed by fire assay (FA) method with an atomic absorption and ICP (inductively coupled plasma) finish on 50 grams of materials at the Laboratoire Expert Inc. in Rouyn-Noranda, Que., Canada, and AGAT Laboratories Ltd. in Val d'Or, Que., Canada. The repeats were carried out by FA (fire assay) followed by gravimetric testing on each sample containing 10.0 g/t gold or more. Total gold analyses (metallic sieve) were carried out on the samples that presented a great variation of their gold contents or the presence of visible gold.
About Formation Metals Inc.
Formation Metals 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 approximately 871,000 ounces (18 million t grading 1.4 g/t Au (approximately 810,000 oz Au) across four zones (A, East, RJ-East and Central) and 243,000 t grading 7.82 g/t Au (approximately 61,000 oz Au) across the RJ zone) and six mineralized zones, each open for expansion along strike and at depth, including the A zone, of which only approximately 35 per cent of strike has been drilled (more than 3.1 kilometres open), and the RJ zone, host to historical high-grade intercepts as high as 51 g/t Au over 0.8 metre.
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