Foran Closes US$250M Upsized Project Finance Credit Facility

Press Release

Vancouver, BC (October 2, 2024) – Foran Mining Corporation (TSX: FOM) (OTCQX: FMCXF) (“Foran” or the “Company”) is pleased to announce the execution of an amended and restated credit agreement and closing of its upsized US$250 million senior secured project credit facility (the “Credit Facility”) with a fund managed by Sprott Resource Lending Corp. (“Sprott”). Funds from the Credit Facility will be used towards construction of the McIlvenna Bay project in east-central Saskatchewan as well as general corporate purposes.

Credit Facility Details

The Credit Facility consists of a US$250 million non-revolving facility with a maturity date of September 30, 2031 (the “Maturity Date”). The Credit Facility amends and restates in its entirety the Company’s original US$150M senior secured project finance credit facility and has no requirements for hedging, production-linked payments, or the issuance of warrants.
Upon closing, Foran received a second advance of US$28 million from Tranche A of the Credit Facility, bringing total advances to-date under that tranche to US$57.5 million, exclusive of capitalized interest. Subsequent advances are available to the Company upon the satisfaction of customary terms and conditions precedent.
Additionally, and in accordance with the amended and restated credit agreement, gross proceeds of US$100 million have been advanced into a debt proceeds account (“DPA”), net of a 3.00% original issue discount, under Tranche B. Funds advanced to the DPA will accumulate interest immediately and proceeds from the DPA will be released to the Company upon satisfaction of certain release conditions. The Company will be able to draw against the credit facility up until the end of the availability period on March 31, 2026. The Company expects advancements into the DPA to be presented as restricted cash within its statement of financial position.
Interest shall accrue at an unchanged floating rate equal to 6.95% per annum plus the greater of (i) three-month term SOFR and (ii) 2.00% per annum. Interest is payable quarterly, and 100% of interest costs may be capitalized until March 31, 2026. The Company shall also pay annual anniversary interest to Sprott beginning in Q1/27, equal to 2.00% of the aggregate outstanding facility balance, inclusive of all capitalized interest, on the payment date. The anniversary interest is payable in cash or shares at the Company’s election and is not due as of and from either a change of control of the Company or any potential refinancing of the facility.
Principal repayments will commence on June 30, 2027, and Foran shall pay to Sprott equal repayments of the principal amount of the Credit Facility, including capitalized interest and other costs, in an amount equal to 2.65% of the outstanding principal amount of the Credit Facility on a quarterly basis until June 30, 2031. The remainder of the scheduled principal payments are due upon the Maturity Date.
Additionally, Sprott has the right to sweep proceeds received by the Company from any investment tax credits (“ITC”) received up to a total of US$100 million. Any ITC sweep repayments shall be applied as principal payments against scheduled amortization payments, in reverse order of the Maturity Date, and shall only occur after the Company has received US$25 million of potential ITC proceeds.

www.foranmining.com

James Steels, Foran’s Chief Financial Officer, commented “Partnering with Sprott on this expanded credit facility highlights the robust nature of the McIlvenna Bay project and the critical need for new greenfield sources of essential minerals. This expanded facility not only provides Foran with the flexibility to fully realize the value of McIlvenna Bay but also enables us to maximize risk-adjusted returns for our shareholders, while creating value for all our stakeholders and partners. We are grateful for Sprott’s growing support as we continue construction and prepare for McIlvenna Bay’s transition to producer status.”

Narinder Nagra, Managing Partner of Sprott, commented “As one of the largest investors and financier to the natural resource sector, Sprott is excited to expand its partnership with Foran. Our unique financing structure allows Foran to advance with the development of its McIlvenna Bay project and highlights our approach of offering innovative and flexible capital to unlock the full potential of exceptional projects. We are excited to continue our partnership with Foran on its journey to becoming a premier critical metals producer.”

FOR ADDITIONAL INFORMATION & MEDIA ENQUIRIES:

Jonathan French, CFA

VP, Capital Markets & External Affairs

409 Granville Street, Suite 904

Vancouver, BC, Canada, V6C 1T2

ir@foranmining.com

+1 (604) 488-0888

IBF4