Mr. Cole McClay reports

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

Forge Resources Corp. has extended the exclusivity period to Jan. 16, 2025, pursuant to the non-binding letter of intent with Aion Mining Corp.

As previously announced on Sept. 17, 2024, Aion and Forge agreed to negotiate the purchase of additional shares of Aion to bring the company's total interest to 60 per cent of Aion (the LOI) on a postclosing, fully diluted basis.

The proposed transaction

As previously stated in the news release dated Sept. 17, 2024 -- In consideration of additional shares of Aion, the company will pay $5-million, comprised:

• $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.

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.

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

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

Aion's intended use of funds

Aion Mining's proceeds from the sale of shares will be used to conduct continuing work at the La Estrella project including: capital and operational expenditures related to the underground decline development, options agreements, and general and administrative expenses.

The company intends to use the proceeds as described above, the allocations for the uses set forth above depends on future operations or unforeseen events or opportunities.

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 ending Dec. 31, 2022, and 2023. The audit conducted by WDM Chartered Accountants confirmed the accuracy and reliability of the company's financial reporting. Forge and Aion Mining intends to conduct financial reporting on a consolidated basis, if the proposed transaction is completed.

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, which included an in-depth analysis of the company's assets, 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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