Mr. Cole McClay reports

FORGE RESOURCES CORP ANNOUNCES EXTENSION TO NON-BINDING LETTER OF INTENT

Forge Resources Corp. has extended the exclusivity period of the non-binding letter of intent with Aion Mining Corp. to Feb. 7, 2025.

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

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.

About Forge Resources Corp.

Forge 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 the Yukon territory of Canada. The company holds a 40-per-cent interest, with an LOI in place to acquire an up-to-60-per-cent interest in Aion, 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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