Mr. P.J. Murphy reports

FORGE RESOURCES ANNOUNCES $10 MILLION PRIVATE PLACEMENT

Forge Resources Corp. has entered into an engagement letter agreement with Ventum Financial Corp. (the agent), pursuant to which the agent will offer, on a best efforts private placement basis, up to 10 million LIFE units and up to 8,333,400 flow-through units that intend to qualify as flow-through shares as defined in Subsection 66(15) of the Income Tax Act (Canada) for aggregate gross proceeds of up to $10,000,040.

Each LIFE unit, offered at 50 cents per LIFE unit, will comprise one common share and one-half of one common share purchase warrant. Each LIFE unit warrant will be exercisable into one common share of the company at an exercise price of 75 cents per share for a period of 36 months from issuance. The securities offered under the LIFE to subscribers resident in Canada will be freely tradeable and will not be subject to a hold period in accordance with applicable Canadian securities laws.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 -- Prospectus Exemptions, the LIFE units are being made available to purchasers resident in each of the provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 -- Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. Each FT unit, offered at 60 cents per FT unit, will comprise one common share issued on a flow-through basis and one-half of one common share purchase warrant. Each FT unit warrant will be exercisable into one common share of the company at an exercise price of 75 cents for a period of 36 months from issuance. The securities comprising the FT units will be subject to a four-month statutory hold period.

The FT units are being made available to purchasers resident in each of the provinces of Canada pursuant to available exemptions under NI 45-106 (other than the LIFE), and will be subject to a statutory hold period of four months plus one day from issuance in accordance with applicable Canadian securities laws.

The gross proceeds from the sale of the FT units will be used to incur exploration expenses that qualify as Canadian exploration expenses as defined in Subsection 66.1(6) of the tax act and flow-through mining expenditures as defined in Subsection 127(9) of the tax act for purposes of the mineral exploration tax credit. Such expenses will be incurred on or before Dec. 31, 2027, and renounced to purchasers of the FT units with an effective date no later than Dec. 31, 2026.

The agent will also be entitled to offer the LIFE units for sale in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the 1933 Act), and in those other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction.

The company has granted the agent an option to arrange for the sale of up to an additional 15 per cent of the LIFE units and/or FT units at the applicable offering price. This option may be exercised in whole or in part at any time up to 48 hours prior to the closing date, subject, in the case of the LIFE units, to the limitations prescribed by the LIFE.

Upon the closing of the offering, the company shall pay to the agent: (i) a cash commission equal to 7.0 per cent of the aggregate proceeds of the offering payable in cash (including any exercise of the agent's option); and (ii) compensation warrants of the company exercisable at any time prior to the date that is 36 months from the closing date to acquire a number of LIFE units equal to 7.0 per cent of the aggregate number of LIFE units and FT units issued pursuant to the offering, at an exercise price of 50 cents per LIFE unit. The compensation options will be issued pursuant to available exemptions under NI 45-106 other than the LIFE and, accordingly, will be subject to a hold period expiring four months and one day following the closing date of the offering.

There is an offering document related to the offering that can be accessed under the company's profile at SEDAR+ and on the company's website. Prospective investors should read the offering document before making an investment decision.

The company plans to use the proceeds from the FT units to further the exploration and development of its Alotta property. The company plans to use the proceeds from the LIFE units to further the development of its La Estrella project, and for general expenses and working capital.

The offering is expected to close on or about March 3, 2026, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Canadian Securities Exchange (the CSE).

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 consisting of 230 mineral claims that cover 4,723 hectares, 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.

In addition, the company holds an 80-per-cent interest in Aion Mining Corp., 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.

We seek Safe Harbor.