Mr. Robert Coltura reports

FORZA LITHIUM AND PLANET GREEN METALS ANNOUNCE MERGER ON A 1:1 SHARE EXCHANGE BASIS

On Jan. 23, 2024, Forza Lithium Corp. entered into a definitive share purchase agreement with Planet Green Metals Inc. and all of the shareholders of Planet Green (the vendors) to acquire 100 per cent of the issued and outstanding shares of Planet Green.

Pursuant to an option agreement dated Aug. 3, 2023, as amended Jan. 16, 2024, among Planet Green, as optionee, and Gravel Ridge Resources Ltd. and 1544230 Ontario Inc., as optionors, Planet Green has the option to acquire a 100-per-cent interest in the Harrison Road lithium property, a mineral exploration property located 90 kilometres northeast of Sioux Lookout, Ont. Planet Green may exercise the option by payment of a total of $102,000 as follows: $30,000 on or before Feb. 15, 2024; $18,000 on or before Aug. 3, 2024; $24,000 on or before Aug. 3, 2025; and $30,000 on or before Aug. 3, 2026. The optionors will retain a 1.5-per-cent net smelter royalty, one-third of which may be purchased by Planet Green for the sum of $600,000 at any time, leaving the optionors with a 1-per-cent net smelter royalty.

Forza Lithium will acquire the property as a result of the transaction, as a second lithium property, in addition to its Jeanette property. As of Jan. 31, 2024, Planet Green has no revenues, $68,390 in total assets and $69,534 in total liabilities, based on its management prepared unaudited financial statements.

Robert Coltura, president and chief executive officer of the company, stated: "We are very excited to be part of this merger with Planet Green as we look to create a pre-eminent exploration and prospect generator company with a diversified asset base focused on top-tier Canadian mining jurisdictions. Shareholders will gain exposure to considerable exploration potential, secure funding, esteemed management and an extensive local contact network. We believe that the combined company will increase chances of discovery success and maximize shareholder value moving forward."

Transaction summary

Pursuant to the agreement, Forza will purchase all of the issued shares of Planet Green from the vendors in consideration for 11,300,001 common shares of Forza, having a deemed value of $904,000. For greater certainty, the vendors will receive one payment share for each Planet Green share held. The payment shares will be subject to a hold period of four months plus one day from the date of completion of the transaction. Additionally, 9.05 million of the payment shares will be subject to a voluntary pooling agreement. Twenty per cent of the pooled payment shares will be released on each of June 26, 2024, Dec. 26, 2024, June 26, 2025, Dec. 26, 2025, and June 26, 2026.

Proposed board and management

Upon completion of the Transaction, it is expected that Forza's board of directors will comprise Jeremy S. Brett, MSc, PGeo; Mr. Coltura; Nicholas Coltura, BBA; Michael P. Rosatelli, MSc, PGeo; and Robert Turgeon, CPA. On completion of the merger transaction, Forza's management will consist of Mr. Brett as president and chief executive officer, Mr. Turgeon as chief financial officer and Michele Pillon as corporate secretary. The company will also be changing its name to Planet Green Metals in conjunction with the completion of the transaction. In addition, an advisory board will be established with the initial nominated member being renowned prospector and property vendor, Perry English.

Mr. Brett, MSc, PGeo, is a senior geophysical consultant with 30 years experience in international mineral exploration for most commodities, plus oil and gas and many industrial minerals. He has a strong background in geophysical methods/applications, geology, ore deposit models, structural geology, project management and strategy. He holds a BSc in geophysics and an MSc in geology, both from the University of Toronto, and worked with MPH Consulting Ltd. for 26 years. He has consulted to more than 100 of Canada's leading junior and major exploration/mining companies and governments. His projects have spanned North and South America, Africa, Europe, Central and Southeast Asia. Mr. Brett has served on the boards of three junior mining companies, and the board of the Prospectors & Developers Association of Canada, where he also served as the chair of the lands and regulations committee. He is a fellow of the Society of Economic Geologists.

Mr. Turgeon has experience working with publicly traded and private mineral exploration companies as a CFO since 2007. He holds a bachelor's in business administration -- accounting from the UQTR University, and became a CGA in 1980 that merged with CPA in 2012. He was a sessional instructor at UQAT's School of Indigenous studies in finance and accounting for 20 years. For the past 18 years, Mr. Turgeon offered training and coaching services to Cree natives organizations in Eeyou Istchee territory in Northern Quebec.

Mr. Rosatelli, MSc (mineral exploration -- Queen's University, Kingston, Ont.), PGeo, is a professional geologist focused on the discovery of economic mineral deposits. Mr. Rosatelli has worked as an exploration geologist for over 30 years in various positions with both major and junior mining companies, including most recently as vice-president, exploration, for Golden Valley Mines Ltd. (acquired by Gold Royalty Corp. in 2021) and its subsidiary Val-d'Or Mining Corp., and previously with BHP Billiton (McVicar Minerals joint venture), Anglo-Gold, MPH Consulting, Band-Ore, Kennecott (Rio Tinto), Lac-Bond Gold, Muscocho, BHP-Utah Mines. His experience covers a broad range of exploration activities from project generation to advanced-stage exploration over a diverse range of commodities, including precious and base metals, and uranium deposits across Canada, Africa and South America.

Mr. Coltura, the president and a director of Forza, holds an aggregate of 1.4 million common shares of Planet Green and as a result the transaction may be considered a related party transaction for the purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. Forza is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves Mr. Coltura, does not exceed 25 per cent of the market capitalization of Forza, as determined in accordance with MI 61-101.

Conditions and timing

The transaction is currently expected to close in early February and is subject to a number of closing conditions set forth in the agreement, including, but not limited to: (i) satisfactory completion of due diligence investigations by each of the company and Planet Green; (ii) all necessary approvals, waivers and consents required to be obtained by Planet Green in connection with the transactions contemplated by this agreement; (iii) receipt of all requisite regulatory and third party approvals; and (iv) the Harrison Road lithium option agreement (as defined below) being in good standing, together with other standard closing conditions. The transaction cannot close until all of the conditions are satisfied or waived. There can be no assurance that the transaction will be completed on the terms proposed in the agreement or at all.

A subsequent news release will be disseminated upon completion of the transaction.

The Harrison Road lithium property

The property consists of 38 mining claims (294 cells) comprising 6,080 hectares, and is located 90 km northeast of Sioux Lookout, Ont., with good highway and logging road access and good outcrop exposure.

1. The property lies just south of the Root Bay pluton hosted within metasediments. The Root Bay pluton is a muscovite-bearing granite, an S-type peraluminous fertile parental granite. Breaks concluded that the Root Bay pluton is the parental granite to the McCombe-Root Lake pegmatite field and lithium deposit currently being drilled by Green Technology Metals located 10 km to the northwest (Breaks et al., 2003).
2. The property occurs within six km of a subprovince terrane boundary, an integral relationship between lithium deposits and structure. Lithium-bearing or LCT (lithium-cesium-tantalum) pegmatites can occur up to 10 km away from their parental granite.
3. Mapping by the Ontario Geological Survey in 1980 noted numerous tourmaline occurrences in the metasediments proximal to muscovite-bearing granites within the area. "In most cases the presence of abundant tourmaline in metasedimentary and metavolcanic rocks indicates the close proximity of a pegmatite." (Beus et al., 1968, Cerny, 1989).

Elevated lithium lake sediment sample results by the OGS within the property suggests nearby sources. Compared with the lake sediment results around the Root-McCombe pegmatite field, the property has higher elevated lithium results.

Several other companies have recognized the potential of the English River subprovince with many land positions taken.

Planet Green Metals has completed a property-scale heliborne magnetic survey and a prospecting and sampling program. A 2024 follow-up program is planned, consisting of a property-scale lidar survey and ground follow-up program.

Forward-looking plans -- Planet Green Metals Ltd.

Subsequent to exchange approval of the proposed merger transaction, Planet Green Metals will initiate its strategic exploration business plan to become the pre-eminent project incubator/project generator and royalty (NSR) holder for battery metals (lithium-graphite-nickel-cobalt), critical minerals (copper-zinc-PGM metals-uranium) and precious metals (gold-silver).

Qualified person

The scientific and technical information in this news release has been reviewed and approved for disclosure by Mr. Rosatelli, P.Geo, a director of Planet Green and a qualified person within the meaning of National Instrument 43-101 -- Standards of Disclosure for Mineral Projects. To the best of his knowledge, the technical information pertaining to the property and discussion of it as disclosed in this news release is neither inaccurate nor misleading; however, the technical information presented in this news release comprises paper records maintained by various companies that conducted exploration work on the property. Details of the sampling methods, security, assaying and quality control methods used in the generation of this historical technical data are unknown to the company and Planet Green, and the results discussed herein cannot be, and have not been verified by Mr. Rosatelli for the purposes of National Instrument 43-101 and should not be relied upon.

About Forza Lithium Corp.

Forza Lithium is a Canadian exploration company with focused expertise on the acquisition, exploration and development of highly prospective lithium properties in North America. The flagship project, the Jeanette lithium property, consists of four claims comprising 1,820 hectares and lies 105 km east of the mining community of Red Lake, Ont. The company's strong management team is committed to maximizing shareholder value through new mineral discoveries located in favourable jurisdictions through its strategically located properties.

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