Mr. P.J. Murphy reports

FORGE RESOURCES FORMALIZES ACQUISITION OF 60% INTEREST IN AION MINING CORP

Further to the previous news releases posted on Sept. 17, 2024, Dec. 17, 2024, and Jan. 17, 2025, Forge Resources Corp. has entered into a formal agreement with Aion Mining Corp. whereby the company will acquire a further interest in Aion to bring the company's total interest to 60 per cent, and has issued options.

Aion acquisition

Pursuant to the formal agreement, the company will acquire common shares of Aion to bring the total ownership of the company to 60 per cent of the postissuance common shares of Aion, calculated on a fully diluted basis. In consideration, the company will pay an aggregate amount of $5,308,955.68 to Aion consisting of:

• $2,808,955 in cash on closing;
• 2,873,564 common shares of the company at a deemed price of 87 cents per share, subject to Canadian Securities Exchange policies.

The company will also be granted a right of first refusal for four years, allowing it to purchase common shares in Aion to offset any further issuances by Aion of securities to allow the company to maintain its 60-per-cent interest.

Aion is a non-arm's-length party to the company by reason of Cole McClay being a director of both companies and Camilo Cordovez Amador being a director of Aion and an officer of Forge. The terms of the formal agreement were reviewed and approved by a committee of the company's independent directors.

Completion of the transaction is subject to the receipt of all necessary approvals and consents on terms satisfactory to the parties, including any necessary approvals from the CSE. There are no assurance 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.

The company and Aion plan to use the proceeds of the transaction to further the development of La Estrella property and for general expenses and working capital.

P.J. Murphy, chief executive officer of Forge, stated: "We are excited to announce the acquisition of an additional 20 per cent of Aion Mining, increasing our stake to 60 per cent. This milestone demonstrates our confidence in the fully permitted coal project, which is rapidly progressing towards underground development. The proceeds from this transaction will directly fund the necessary underground works that will help pave the path towards achieving our goal of generating revenue, furthering our commitment to growth and value creation for our shareholders."

Issuance of options

The company also announces the issuance of an aggregate of 3,175,000 options to certain directors, officers and consultants of the company. Each option allows the holder to purchase one common share of the company upon the terms and conditions of the applicable agreement. The company issued 1,275,000 of the options to insiders of the company, and 1.9 million of the options to consultants of the company. All of the options are exercisable over a five-year term expiring Feb. 10, 2030, at a price per share of 89 cents.

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 a definitive agreement in place to acquire a 60-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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