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All amounts are in Canadian dollars unless stated otherwise
VANCOUVER, BC, Sept. 17, 2024 – Foran Mining Corporation (TSX: FOM) (OTCQX: FMCXF) (“Foran” or the “Company”) is pleased to announce the completion of the second tranche of its previously announced $360 million private placement financings (the “Offering”). The second tranche, which generated aggregate gross proceeds of $70,950,788, was completed following the receipt of all requisite shareholder approvals at the special meeting of shareholders held on Monday, September 16, 2024. With the closing of the Second Tranche Offering, the full financing of $360 million, initially announced on July 17, 2024, is now finalized.
The Second Tranche Offering consisted of the following components:
1. The second tranche of a brokered private placement (the “Brokered Offering”), where the Company issued 12,563,798 common shares at an issue price of $4.05 per Common Share, resulting in gross proceeds of $50,883,382, subscribed by certain controlled affiliates of Fairfax Financial Holdings Limited (“Fairfax”).
2. The second tranche of a non-brokered private placement with Agnico Eagle Mines Limited (“Agnico Eagle”), whereby the Company issued a total of 4,954,915 Common Shares at an issue price of $4.05 per Common Share, generating gross proceeds of $20,067,406.
The Brokered Offering was conducted through a syndicate of agents with Eight Capital, BMO Capital Markets, and National Bank Financial Inc. as co-lead agents and joint bookrunners, alongside other participating agents.
The gross proceeds from the Second Tranche Offering will be allocated towards exploration and development of the Company’s mineral projects in Saskatchewan, as well as for working capital and general corporate purposes.
The Second Tranche Offering is subject to final approval from the TSX. The securities issued as part of this Offering are subject to a four-month plus one day hold period under applicable Canadian securities laws. Following the completion of the Second Tranche Offering, Agnico Eagle holds a 9.9% interest in the Company on a basic voting basis.
Please note that the securities offered have not been registered under the United States Securities Act of 1933 and may not be offered or sold within the United States or to U.S. persons without U.S. registration or an applicable exemption. This announcement should not be construed as an offer for sale of securities in the United States.
Related Party Transaction
Controlled affiliates of Fairfax subscribed for the 12,563,798 Common Shares issued in the Brokered Offering, qualifying as a “related party transaction” as defined by Multilateral Instrument 61-101. The Company was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 due to specific provisions outlined in the instrument. A material change report was filed on August 8, 2024, in connection with the closing of the first tranche of the Offering.
Early Warning Disclosure
Prior to acquiring the Common Shares through the Brokered Offering, controlled entities of Fairfax owned 56,524,688 Common Shares. This acquisition resulted in Fairfax beneficially owning 69,008,486 Common Shares, representing 17.6% of the issued and outstanding Common Shares.
Foran Mining is a copper-zinc-gold-silver exploration and development company committed to sustainable practices and community engagement. The McIlvenna Bay Project, located in the traditional territory of the Peter Ballantyne Cree Nation, hosts the McIlvenna Bay Deposit and Tesla Zone. The Company’s head office is at 409 Granville Street, Suite 904, Vancouver, BC, Canada.
The Company cautions investors that forward-looking statements contained in this release involve risks and uncertainties that could cause actual results to differ materially from expectations. Additional information can be found in the Company’s filings with Canadian securities regulators.
Source: Foran Mining Corporation
FOR ADDITIONAL INFORMATION & MEDIA ENQUIRIES:
Foran: Jonathan French, CFA, VP, Capital Markets & External Affairs, 409 Granville Street, Suite 904, Vancouver, BC, Canada, V6C 1T2, [email protected], +1 (604) 488-0008; Fairfax: John Varnell, Vice President, Corporate Development, 95 Wellington Street West, Suite 800, Toronto, ON, Canada, M5J 2N7, (416) 367-4941
