Mr. Cole McClay reports

FORGE SIGNS NON-BINDING LETTER OF INTENT TO ACQUIRE A CONTROLLING INTEREST IN AION MINING CORP

Forge Resources Corp. has entered into a non-binding letter of intent with Aion Mining Corp. outlining the general terms and conditions of a proposed transaction whereby the company will acquire a further interest in Aion to bring the company's total shareholdings in Aion to 60 per cent on a postclosing, fully diluted basis.

The proposed transaction

In consideration of additional shares of Aion, the company will pay $5-million, comprising the following:

• $4-million in cash on closing;
• $1-million in common shares of the company at a price per share equal to the closing of the share price of the company on the closing date of the proposed transaction, subject to Canadian Securities Exchange policies.

The company will also be granted anti-dilution rights by Aion for a 12-month basis postclosing and a subsequent right of first refusal on all equity financings by Aion for the ensuing four-year period so as to allow the company to maintain a postclosing control position of 60 per cent in Aion's voting securities on a fully diluted basis.

Aion is a non-arm's-length party to the company by reason of sharing a common director, Cole McClay. The terms of the LOI were reviewed and approved by a committee of the company's independent directors.

Completion of the transaction is subject to customary conditions and any other conditions agreed to by the parties in a definitive share purchase agreement, including: receipt of all necessary approvals and consents on terms satisfactory to the parties; and completion of a due diligence investigation into Aion by the company and its representatives.

There are no assurance or guarantees that the proposed transaction will be completed, whether on the terms and conditions described herein or at all. The company will provide further updates as they become available.

Mr. McClay, chief executive officer of Forge, stated: "Today marks a significant step for our company as we proudly announce the signing of a letter of intent to acquire a 60-per-cent controlling interest in Aion Mining Corp. and the fully permitted La Estrella coal project. This strategic move underscores our commitment to enhancing our resource portfolio. We are excited about the opportunities this investment presents, and we look forward to leveraging our expertise to deliver long-term value for our stakeholders."

Completion of audit and independent valuation

As previously stated in the news release dated Aug. 20, 2024, Aion Mining, in collaboration with Forge Resources, has successfully completed its audit of financial statements for the two fiscal years ended Dec. 31, 2022, and Dec. 31, 2023. The audit conducted by WDM Chartered Accountants confirmed the accuracy and reliability of the company's financial reporting.

As previously stated in the news release dated Aug. 20, 2024, the company completed an independent valuation conducted by Evans and Evans, Inc., a chartered business valuator (CBV), which has affirmed the company's asset value. The comprehensive assessment included an in-depth analysis of the company's assets and market conditions and highlights the strong value proposition of Aion Mining.

About Aion Mining Corp.

Aion Mining controls the FLG-111 concession, which covers 548 hectares in a region of historic and current coal mining. The project is fully permitted for up to 180,000 million tonnes under Colombian law, including environmental licensing. Exploration within this concession area has determined the property to host eight known seams of metallurgical and thermal coal shown from recent and historical diamond drilling programs and surface exposures. Aion holds historical and recent National Instrument 43-101 and annual CRIRSCO (Committee for Mineral Reserves International Reporting Standards) technical reports. The project is road accessible, water, electricity and phone signal on site. Current coal stockyards are approximately 40 kilometres away on a main highway to Atlantic ports for export.

About Forge Resources Corp.

Forge Resources is a Canadian-listed junior exploration company focused on exploring and advancing the Alotta project, a prospective porphyry copper-gold-molybdenum project located 50 kilometres southeast of the Casino porphyry deposit in the unglaciated portion of the Dawson Range porphyry/epithermal belt in Yukon, Canada. The company holds a 40-per-cent interest in Aion Mining, 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.

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