Foran Closes First Tranche of Private Placement for Gross Proceeds of $296M
Press Release
Vancouver, BC (May 28, 2025) – Foran Mining Corporation (TSX: FOM) (OTCQX: FMCXF) (“Foran” or the “Company”) is pleased to announce that it has completed the first tranche of its previously announced $350 million private placement financing (the “Offering”), for aggregate gross proceeds of approximately $296 million (the “First Tranche Offering”).
The First Tranche Offering involved the issuance of a total of 98,502,909 common shares of the Company (the “Common Shares”) at an issue price of $3.00 per Common Share, for gross proceeds of $295,508,727. The net proceeds from the Offering will be used to complete construction at McIlvenna Bay, as well as for advancing exploration at near-mine and regional targets. The First Tranche Offering remains subject to the final approval of the TSX. The securities issued pursuant to the First Tranche Offering shall be subject to a four-month plus one day hold period commencing on the date hereof under applicable Canadian securities laws.
The securities being offered have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
Related Party Transaction
In connection the First Tranche Offering, (i) certain controlled affiliates of Fairfax Financial Holdings Limited, an insider of the Company, acquired an aggregate of 21,107,766 Common Shares, and (ii) Dan Myerson, the Executive Chairman and Chief Executive Officer of the Company, acquired an aggregate of 281,437 Common Shares. The insider participations in the First Tranche Offering constitute a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), for which the Company was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) thereof, as neither the fair market value of the securities issued to the insiders under the First Tranche Offering nor the consideration paid by the insiders exceeded 25% of the Company’s market capitalization, in each case as determined under MI 61-101. The Company did not file a material change report 21 days before closing of the First Tranche Offering as the final terms of the Offering were only announced on May 14, 2025 and the Company wishes to close the First Tranche Offering as expeditiously as possible for sound business reasons.
Second Tranche Offering
The Offering will result in the issuance of greater than 25% of the Company’s currently issued and outstanding Common Shares (the “Dilution Limit”) and as such requires shareholder approval under the rules of the TSX. As a result, the Company intends to hold a special meeting of shareholders on or about July 10, 2025 (the “Shareholder Meeting”) pursuant to which shareholder approval will be sought to exceed the Dilution Limit in connection with completing the second tranche of the Offering (the “Second Tranche Offering”).
The Second Tranche Offering is intended to be completed following the receipt of requisite shareholder approval and is expected to consist of the issuance of 18,163,758 Common Shares at an issue price of $3.00 per Common Share for gross proceeds of $54,491,274.
There is no assurance that the requisite shareholder approval will be obtained or that the Second Tranche Offering will be completed. The management information circular related to the Shareholder Meeting will be filed under the Company’s profile on SEDAR+ at www.sedarplus.ca once available and readers are referred to full details to be contained therein.
For Additional Information & Media Enquiries:
Foran:
Jonathan French, CFA
VP, Capital Markets & External Affairs
409 Granville Street, Suite 904
Vancouver, BC, Canada, V6C 1T2
ir@foranmining.com
+1 (604) 488-0008
About Foran Mining
Foran Mining is a copper-zinc-gold-silver exploration and development company, committed to supporting a greener future and empowering communities while creating value for our stakeholders. The McIlvenna Bay project is located entirely within the documented traditional territory of the Peter Ballantyne Cree Nation, comprises the infrastructure and works related to development activities of the Company, and hosts the McIlvenna Bay Deposit and Tesla Zone. The Company also owns the Bigstone Deposit, a resource-development stage deposit located 25 km southwest of the McIlvenna Bay Property.
The McIlvenna Bay Deposit is a copper-zinc-gold-silver rich VHMS deposit intended to be the centre of a new mining camp in a prolific district that has already been producing for 100 years. The McIlvenna Bay Property sits just 65 km West of Flin Flon, Manitoba, and is part of the world class Flin Flon Greenstone Belt that extends from Snow Lake, Manitoba, through Flin Flon to Foran’s ground in eastern Saskatchewan, a distance of over 225 km.
The McIlvenna Bay Deposit is the largest undeveloped VHMS deposit in the region. The Company filed its NI 43-101 compliant 2025 Technical Report on the McIlvenna Bay Project, Saskatchewan, Canada (the “2025 Technical Report”) on March 12, 2025, with an effective date and report date of March 12, 2025, outlining a mineral resource in respect of the McIlvenna Bay Deposit estimated at 38.6 Mt grading 2.02% CuEq in the Indicated category and an additional 4.5 Mt grading 1.71% CuEq in the Inferred category. Investors are encouraged to consult the full text of the 2025 Technical Report which is available on SEDAR+ at www.sedarplus.ca under the Company’s profile.
The Company’s head office is located at 409 Granville Street, Suite 904, Vancouver, BC, Canada, V6C 1T2. Common Shares of the Company are listed for trading on the TSX under the symbol “FOM” and on the OTCQX under the symbol “FMCXF”.
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