Mr. Pine van Wyk reports
FORSYS ANNOUNCES CLOSING OF BOUGHT DEAL LIFE PRIVATE PLACEMENT FOR GROSS PROCEEDS OF C$18.9 MILLION
Forsys Metals Corp. has closed its previously announced bought deal private placement for gross proceeds of $18,925,760, which includes the partial exercise of the overallotment option for gross proceeds of $1,925,280. Pursuant to the offering, the company sold 33,796,000 units of the company at a price of 56 cents per unit. The offering was conducted pursuant to the terms of an underwriting agreement entered into between the company and Red Cloud Securities Inc., where Red Cloud acted as sole underwriter and bookrunner under the offering.
Each unit consists of one Class A common share of the company and one-half of one Class A common share purchase warrant. Each whole warrant entitles the holder to purchase one Class A common share of the company at a price of 80 cents at any time on or before Oct. 16, 2028.
The company intends to use the net proceeds of the offering to finance the advancement of the company's Norasa project in Namibia and for working capital and general corporate purposes, as are more fully described in the amended offering document (as defined herein).
In accordance with National Instrument 45-106 (Prospectus Exemptions), the units were issued 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 securities offered under the listed issuer financing exemption are not subject to a hold period in accordance with applicable Canadian securities laws.
As consideration for its services, Red Cloud received aggregate cash fees of $1,135,545.60 and 2,027,760 common share purchase warrants. Each broker warrant is exercisable into one Class A common share of the company at a price of 66 cents per broker warrant share at any time on or before Oct. 16, 2028. The broker warrants and underlying broker warrant shares are subject to a statutory hold period in accordance with applicable Canadian securities law and may not be traded until Feb. 17, 2026, except as permitted by applicable securities legislation and the policies of the Toronto Stock Exchange.
There is an amended offering document related to the offering that can be accessed under the company's profile at SEDAR+ and on the company's website.
The closing of the offering remains subject to the final approval of the TSX.
An insider of the company purchased an aggregate of 8,928,600 units as part of the offering. Such insider participation in the offering constitutes a related-party transaction as this term is defined in Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the related-party participation in the offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the interested party, exceeded 25 per cent of the company's market capitalization (as determined under MI 61-101).
About Forsys Metals Corp.
Forsys is an emerging uranium developer focused on advancing its wholly owned Norasa uranium project, located in the politically and uranium-friendly jurisdiction of Namibia, Africa. The Norasa uranium project is composed of the Valencia uranium deposit (ML-149) and the nearby Namibplaas uranium deposit (EPL-3638).
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