Mr. P.J. Murphy reports

FORGE RESOURCES FORMALIZES ACQUISITION OF FURTHER INTEREST IN FULLY PERMITTED COAL PROJECT UNDER ANTI-DILUTION AGREEMENT

Forge Resources Corp. has entered into an anti-dilution agreement with Aion Mining Corp. and the other shareholders of Aion and has delivered notice, pursuant to the agreement, to acquire a further interest in Aion to bring the company's total interest to 80 per cent.

Anti-dilution agreement

The agreement protects the company's ownership in Aion from dilution due to any issuance of shares by Aion. Additionally, it grants the company an option to acquire some or all of the remaining shares from Aion's other shareholders. To exercise this option, the company must formally notify Aion and the shareholders, specifying the number of shares it intends to purchase.

Aion acquisition

Pursuant to the agreement, the company has delivered notice to Aion and the Shareholders that it is exercising the option to purchase 3,963,807 shares from the shareholders, being a further 20-per-cent interest in Aion. Upon the completion of the proposed transaction, the company will own 80 per cent of common shares of Aion. In consideration, the company will pay an aggregate amount of $2,299,008.06 to the shareholders, pro rata based on their share ownership consisting of:

• 1,741,804 common shares of the company at a deemed price of 91 cents per share, subject to Canadian Securities Exchange policies;
• $713,966.42 paid through the issuance of an unsecured interest-bearing promissory note to each shareholder; each promissory note will bear interest at a rate of 6.5 per cent calculated annually and mature on the earlier of the following: the two-year anniversary of the promissory note; or the completion date of one or more hard-dollar financings by the company for aggregate gross proceeds of at least $3-million.

Aion is considered a non-arm's-length party to the company due to Cole McClay serving as a director of both Forge and Aion and Camilo Cordovez holding roles as a director of Aion and an officer of Forge. Additionally, Mr. McClay is a non-arm's-length party to the proposed transaction as he is not only a director of both companies but also a shareholder of Aion set to receive shares under the proposed transaction. The agreement and the proposed transaction were reviewed and approved by a committee of the company's independent directors.

Additionally, 339,869 shares of Aion were inadvertently excluded from the previous calculation where the company acquired a 60-per-cent interest in Aion. Subsequently, those 339,869 shares were acquired by the company such that the company holds a 60-per-cent ownership interest in Aion as of the date of this news release and prior to the completion proposed transaction.

Completion of the proposed 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.

About Forge Resources Corp.

Forge Resources is a Canadian-listed junior exploration company. The company holds a 60-per-cent interest in Aion Mining, a company that is developing the fully permitted La Estrella coal project in Santander, Colombia. La Estrella contains eight known seams of metallurgical and thermal coal. The company also holds an option on 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.

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