FORZA LITHIUM AND PLANET GREEN METALS ANNOUNCE MERGER ON A 1

1 SHARE EXCHANGE BASIS

VANCOUVER, British Columbia, Jan. 31, 2024 (GLOBE NEWSWIRE) -- Forza Lithium Corp. (CSE: FZ) (“Forza” or the “Company”) is pleased to announce that on January 23, 2024, it entered into a definitive share purchase agreement (the “Agreement”) with Planet Green Metals Inc. (“Planet Green”) and all of the shareholders of Planet Green (the “Vendors”) to acquire 100% of the issued and outstanding shares of Planet Green (the "Transaction").

Pursuant to an option agreement dated August 3, 2023, as amended January 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% interest in the Harrison Road Lithium property, a mineral exploration property located 90 km northeast of Sioux Lookout, Ontario (the “Property”). Planet Green may exercise the option by payment of a total of $102,000 as follows: $30,000 on or before February 15, 2024; $18,000 on or before August 3, 2024; $24,000 on or before August 3, 2025; and $30,000 on or before August 3, 2026. The optionors will retain a 1.5% 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 1.0% 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 January 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 preeminent 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 (the “Planet Green Shares”) from the Vendors in consideration for 11,300,001 common shares of Forza (the “Payment Shares”), having a deemed value of $904,000. For greater certainty, the Vendors will receive one (1) Payment Share for each one (1) 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, 9,050,000 of the Payment Shares will be subject to a voluntary Pooling Agreement. 20% of the pooled Payment Shares will be released on each of June 26, 2024, December 26, 2024, June 26, 2025, December 26, 2025 and June 26, 2026.