Forge Resources Corp Announces Extension to Non-Binding Letter of Intent
Rhea-AI Summary
Forge Resources Corp (CSE: FRG) (OTCQB: FRGGF) has announced an extension of the exclusivity period for its non-binding letter of intent (LOI) with Aion Mining Corp until February 7, 2025. The transaction involves FRG acquiring additional Aion shares for $5,000,000, consisting of $4,000,000 in cash and $1,000,000 in FRG common shares at closing price.
The deal includes anti-dilution rights for 12 months post-closing and a 4-year right of first refusal on Aion's equity financings, allowing FRG to maintain a 60% controlling position in Aion's voting securities. The transaction remains subject to due diligence, necessary approvals, and a definitive agreement. Notably, Aion is a non-arm's length party due to shared director Cole McClay and officer Camilo Cordovez.
Positive
- Potential acquisition of controlling stake (60%) in Aion Mining
- Anti-dilution rights for 12 months and 4-year right of first refusal on equity financings
Negative
- Significant cash outlay of $4,000,000 required
- Share dilution through $1,000,000 in common shares issuance
- Non-arm's length transaction poses potential conflict of interest
Vancouver, British Columbia--(Newsfile Corp. - January 17, 2025) - Forge Resources Corp. (CSE: FRG) (OTCQB: FRGGF) (FSE: 5YZ) ("FRG" or the "Company") is pleased to announce the extension to the exclusivity period of the non-binding letter of intent (the "LOI") with Aion Mining Corp. ("Aion") to February 7, 2025.
As previously stated in the news release dated September 17, 2024 - In consideration of additional shares of Aion, the Company will pay
$4,000,000 in cash on closing; and
$1,000,000 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 CSE policies.
The Company will also be granted anti-dilution rights by Aion for a 12-month basis post-closing, and a subsequent right of first refusal on all equity financings by Aion for the ensuing 4-year period, so as to allow the Company to maintain a post-closing control position of
Completion of the transaction is subject to customary conditions and any other conditions agreed to by the parties in a definitive share purchase agreement (the "Definitive 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 Resources Corp. is a Canadian-listed junior exploration company focused on exploring and advancing the Alotta project, a prospective porphyry copper-gold-molybdenum project located 50 km south-east 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
On behalf of the Board of Directors
"Cole McClay", COO Forge Resources Corp.
info@forgeresourcescorp.com
604-271-0826
Forward Looking Statements
Certain of the statements made and information contained herein may contain forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information includes, but is not limited to, information concerning the Company's intentions with respect to the development of its mineral properties. Forward-looking information is based on the views, opinions, intentions and estimates of management at the date the information is made, and is based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated or projected in the forward-looking information (including the actions of other parties who have agreed to do certain things and the approval of certain regulatory bodies). Many of these assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by applicable securities laws, or to comment on analyses, expectations or statements made by third parties in respect of the Company, its financial or operating results or its securities. The reader is cautioned not to place undue reliance on forward-looking information. We seek safe harbor.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/237707
FAQ
What is the new deadline for Forge Resources (FRGGF) LOI with Aion Mining?
How much is Forge Resources (FRGGF) paying for additional Aion Mining shares?
What percentage stake will FRGGF maintain in Aion Mining after the transaction?
What special rights does FRGGF receive in the Aion Mining deal?
Why is the FRGGF-Aion Mining transaction considered non-arm's length?
