Mr. P.J. Murphy reports
FORGE RESOURCES CLOSES SECOND TRANCHE OF PRIVATE PLACEMENT FOR TOTAL $6 MILLION
Forge Resources Corp. has closed the second tranche of the company's previously announced brokered private placement financing with Ventum Financial Corp. as agent and sole bookrunner. Further to its press releases on Feb. 18, 2026, and March 27, 2026, the company has issued an aggregate of 5,313,000 flow-through units (the FT units) that intend to qualify as flow-through shares as defined in Subsection 66(15) of the Income Tax Act (Canada) at a price of 50 cents per unit for aggregate gross proceeds of $2,656,500. Together with the first tranche, the offering was completed for aggregate gross proceeds of $6-million.
Each FT unit consists of one common share issued on a flow-through basis and one common share purchase warrant. Each warrant entitles the holder to purchase one common share of the company for a period of three years expiring May 7, 2029, at an exercise price of 70 cents per warrant share. The securities comprising the FT units are subject to a statutory hold period of four months.
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.
In connection with the offering, the company paid a cash commission equal to 7.0 per cent of the gross proceeds of the offering, and issued compensation warrants equal to 7.0 per cent of the number of FT units issued under the offering, to Ventum Financial Corp. and arm's-length agents. Each compensation warrant entitles the holder to acquire one unit (comprises one common share of the company and one warrant) at a price of 50 cents per unit for a period of three years, expiring May 7, 2029.
Digital marketing
Forge is pleased to announce that it has engaged SnowBridge Ltd. to provide investor awareness and digital marketing services in accordance with the policies of the Canadian Securities Exchange (the CSE).
SnowBridge will assist Forge Resources with investor awareness initiatives, which may include digital advertising, content development, and co-ordination with third party publishers and content creators. The services are intended to increase general awareness of the company and its activities among the investing public.
The engagement has an initial term of three months commencing May 11, 2026, continuing month to month thereafter unless terminated by either party upon 30 days of written notice. The company has allocated an initial campaign budget of $400,000, payable in cash. No equity-based compensation, success fees or performance-based compensation will be paid to SnowBridge.
All promotional activities will be conducted under the company's control and oversight, in compliance with applicable securities laws and CSE policies. SnowBridge and its principals are prohibited from trading in the company's securities during the term of the engagement. The company has prepared the required Form 10 -- Notice of Proposed Significant Transaction with the CSE and issued this news release in accordance with CSE Policy 5 and CSE Policy 7.
About SnowBridge
SnowBridge is a digital marketing agency that focuses on providing public companies with presence and influence in critical geographies around the world.
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.
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