The Conversation (0)
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
Forsys Metals Corp. (TSX: FSY,OTC:FOSYF) (FSE: F2T) (NSX: FSY) ("Forsys" or the "Company")
Forsys is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc. (" Red Cloud "), as sole underwriter and sole bookrunner, pursuant to which Red Cloud has agreed to purchase for resale on a "bought deal" basis, 17,858,000 units of the Company (the " Units ") at a price of C$0.56 per Unit (the " Offering Price ") for gross proceeds of C$10,000,480 (the " Underwritten Offering ").
Each Unit will consist of one class A common share of the Company (each, a " Unit Share ") and one-half of one class A common share purchase warrant (each whole warrant, a " Warrant "). Each whole Warrant shall entitle the holder to purchase one class A common share of the Company (each, a " Warrant Share ") at a price of C$0.80 at any time on or before that date which is 36 months after the Closing Date (as herein defined).
The Company will grant to Red Cloud an option, exercisable up to 48 hours prior to the Closing Date, to purchase for resale up to an additional 3,572,000 Units at the Offering Price for additional gross proceeds of up to C$2,000,320 (the " Over-Allotment Option "). The Underwritten Offering and the securities issuable upon exercise of the Over-Allotment Option shall be collectively referred to as the " Offering ".
The Company intends to use the net proceeds of the Offering to fund the advancement of the Company's Norasa Project in Namibia and for working capital and general corporate purposes.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions (" NI 45-106 "), the Units under the Offering will be offered for sale to purchasers resident in the provinces of British Columbia, Alberta, Manitoba, Saskatchewan and Ontario (and, with the consent of the Company, in Québec) 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 " Listed Issuer Financing Exemption "). The Unit Shares and the Warrant Shares underlying the Units are expected to be immediately freely tradeable in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada under the Listed Issuer Financing Exemption. The Units may also be sold in offshore jurisdictions and in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the " U.S. Securities Act "). All securities not issued pursuant to the Listed Issuer Financing Exemption will be subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the Closing Date.
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.forsysmetals.com. Prospective investors should read this Offering Document before making an investment decision.
The Offering is scheduled to close on October 16, 2025 (the " Closing Date "), or such other date as the Company and Red Cloud may agree. Completion of the Offering is subject to certain conditions including, but not limited to the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange.
The securities offered in the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the " U.S. Securities Act ") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Forsys Metals Corp.
Forsys Metals Corp. (TSX: FSY,OTC:FOSYF, FSE: F2T, NSX: FSY) 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 comprised of the Valencia Uranium deposit (ML-149) and the nearby Namibplaas Uranium deposit (EPL-3638). Further information is available at the Company's website at www.forsysmetals.com .
On behalf of the Board of Directors of Forsys Metals Corp. Richard Parkhouse, Investor Relations.
For additional information, please contact:
Pine van Wyk, Country Director, Forsys
email: pine@forsysmetals.com
Richard Parkhouse, Investor Relations
email: rparkhouse@forsysmetals.com email: info@forsysmetals.com
Forward Looking Statement
Certain information contained in this press release constitutes "forward-looking information", within the meaning of Canadian legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not exist", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", anticipates" or "does not anticipate", or "believes" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur", "be achieved", or "has the potential to". Forward-looking statements contained in this press release are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Among those factors which could cause actual results to differ materially are the following: market conditions and other risk factors listed from time to time in our reports filed with Canadian securities regulators on SEDAR+ at www.sedarplus.ca . The forward-looking statements included in this press release include, without limitation, statements regarding the Offering, the closing of the Offering, the anticipated closing date of the Offering, the intended use of proceeds from the Offering and the receipt of any necessary approvals, including approval of the Toronto Stock Exchange. The forward-looking statements included in this press release are made as of the date of this press release and Forsys Metals Corp. disclaim any intention or obligation to update or revise any forward-looing statements, whether as a result of new legislation, future events or otherwise, expect as expressly required by applicable securities legislation.
