Vancouver, British Columbia--(Newsfile Corp. - February 18, 2026) - Forge Resources Corp. (CSE: FRG) (OTCQB: FRGGF) (FSE: 5YZ) ("Forge" or the "Company") is pleased to announce that it 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 10,000,000 LIFE units (the "LIFE Units") and up to 8,333,400 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) (the "Tax Act"), for aggregate gross proceeds of up to $10,000,040 (the "Offering").

Each LIFE Unit, offered at $0.50 per LIFE Unit, will be comprised of one common share and one-half of one common share purchase warrant (each whole warrant, a "LIFE Unit Warrant"). Each LIFE Unit Warrant will be exercisable into one common share of the Company at an exercise price of $0.75 per share for a period of 36 months from issuance. The securities offered under the LIFE Exemption 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 ("NI 45-106"), 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 (the "LIFE Exemption"). Each FT Unit, offered at $0.60 per FT Unit, will be comprised of one common share issued on a "flow-through" basis and one-half of one common share purchase warrant (each whole warrant, a "FT Unit Warrant"). Each FT Unit Warrant will be exercisable into one common share of the Company at an exercise price of $0.75 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 Exemption), 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 (the "Qualifying Expenditures"). Such expenses will be incurred on or before December 31, 2027, and renounced to purchasers of the FT Units with an effective date no later than December 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% 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 (the "Agent's Option"), subject, in the case of the LIFE Units, to the limitations prescribed by the LIFE Exemption.

Upon the closing of the Offering, the Company shall pay to the Agent: (i) a cash commission equal to 7.0% 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% of the aggregate number of LIFE Units and FT Units issued pursuant to the Offering, at an exercise price of $0.50 per LIFE Unit. The compensation options will be issued pursuant to available exemptions under NI 45-106 other than the LIFE Exemption 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 (the "Offering Document") related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at: www.forgeresourcescorp.com. 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 (the "Closing Date"), 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").

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the 1933 Act or any state securities laws and may not be offered or sold within the United States unless registered under the 1933 Act and applicable state securities laws or an exemption from such registration is 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 consisting of 230 mineral claims that cover 4,723 hectares, 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.

In addition, the Company holds an 80% 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.

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.

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Source: Forge Resources Corp.