Foran Mining Corp. (TSXV: FOM) (OTCQX: FMCXF)
(“
Foran” or the “
Company") is
pleased to announce that it has entered into an agreement with
Eight Capital and PI Financial Corp., as co-lead agents and joint
bookrunners, on behalf of a syndicate of agents (together the
“
Agents”) pursuant to which the Company has
launched a proposed private placement (the
“
Offering”) for aggregate gross proceeds of up to
C$75,000,540.
The Offering will consist of (i) up to
13,513,600 common shares of the Company (the “Common
Shares”) at an issue price of C$3.70 per Common Share, for
gross proceeds of up to C$50,000,320; and (ii) up to 4,417,000
Common Shares with each such Common Share to be issued as a
“flow-through share” within the meaning of the Income Tax Act
(Canada) (the “FT Shares”) at an issue price of
C$5.66 per FT Share, for gross proceeds of up to C$25,000,220.
The net proceeds of the Offering will be used
for exploration and development of the Company’s mineral projects
in Saskatchewan, and for working capital and general corporate
purposes.
The Company will use an amount equal to the
gross proceeds from the sale of the FT Shares, pursuant to the
provisions in the Income Tax Act (Canada), to incur eligible
"Canadian exploration expenses" that qualify as "flow-through
critical mineral mining expenditures" as both terms are defined in
the Income Tax Act (Canada) (the "Qualifying
Expenditures") related to the Company’s mineral projects
located in Saskatchewan, on or before December 31, 2024, and to
renounce all the Qualifying Expenditures in favour of the
subscribers of the FT Shares with an effective date not later than
December 31, 2023.
As consideration for their services, the Agents
will receive a cash commission of 5.0% of the gross proceeds of the
Offering. The Company will have the right to include a list of
subscribers to purchase a certain number of Common Shares or FT
Shares to be agreed upon by the Agents and the Company (the
“President’s List”). The Agents will receive a
reduced cash commission of 2.0% of the gross proceeds sold to
purchasers on the President’s List.
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.
The Offering is scheduled to close on or about
March 27, 2023, or such other date as the Company and the Agents
may agree and is subject to certain conditions including, but not
limited to, the execution of an agency agreement and the receipt of
all necessary regulatory and other approvals including that of the
TSX Venture Exchange. The securities issued pursuant to the
Offering shall be subject to a four-month plus one day hold period
commencing on the day of the closing of the Offering under
applicable Canadian securities laws.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
About Foran Mining
Foran Mining is a copper-zinc-gold-silver
exploration and development company, committed to supporting a
greener future, empowering communities and creating circular
economies which create value for all our stakeholders, while also
safeguarding the environment. The McIlvenna Bay project is located
entirely within the documented traditional territory of the Peter
Ballantyne Cree Nation. The Company also owns the Bigstone Project,
a resource-development stage deposit located 25km southwest of its
McIlvenna Bay project.
McIlvenna Bay 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.
McIlvenna Bay sits just 65km 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 225km.
McIlvenna Bay is the largest undeveloped VHMS
deposit in the region. The Company announced the results from its
Feasibility Study on February 28, 2022, outlining that current
mineral reserves would potentially support an 18-year mine life
producing an average of 65 million pounds of copper equivalent
annually. The Company filed a NI 43-101 Technical Report for the
McIlvenna Bay Feasibility Study on April 14, 2022. The Company
filed a NI 43-101 Technical Report for the Bigstone Deposit
resource estimate on February 11, 2022. Investors are encouraged to
consult the full text of these technical reports which may be found
on the Company's profile on www.sedar.com.
Foran trades on the TSX.V under the symbol "FOM"
and on the OTCQX under the symbol "FMCXF"
On behalf of the Board of
Directors
Dan MyersonExecutive Chairman & Chief
Executive Officer +1-604-488-0008
Forward-Looking Statements
This news release contains certain
forward-looking information and forward-looking statements, as
defined under applicable securities laws (collectively referred to
herein as "forward-looking statements"). These statements relate to
future events or to the future performance of Foran Mining
Corporation (the "Company") and reflect management's expectations
and assumptions as of the date hereof or as of the date of such
forward looking statement.
All statements other than statements of
historical fact are forward-looking statements. Often, but not
always, forward-looking statements can be identified by the use of
words such as "plans", "expects", "is expected", "budget",
"scheduled", "estimates", "continues", "forecasts", "projects",
"predicts", "potentially", "intends", "likely", "anticipates" or
"believes", or variations of, or the negatives of, such words and
phrases, or state that certain actions, events or results "may",
"could", "would", "should", "might" or "will" be taken, occur or be
achieved. Forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause actual
results to differ materially from those anticipated in such
forward-looking statements. The forward-looking statements in this
news release speak only as of the date of this news release or as
of the date specified in such statement.
Inherent in forward-looking statements are known
and unknown risks, estimates, assumptions, uncertainties and other
factors that may cause the actual results, performance or
achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking statements contained in this news release.
These factors include management's belief or expectations relating
to the following and, in certain cases, management's response with
regard to the following: risk factors relating to the timely
receipt of all regulatory and third party approvals for the
Offering, including that of the TSX Venture Exchange, that the
Offering may not close within the timeframe anticipated or at all
or may not close on the terms and conditions currently anticipated
by the Company for a number of reasons including, without
limitation, as a result of the occurrence of a material adverse
change, disaster, change of law or other failure to satisfy the
conditions to closing of the Offering; the inability of the Company
to apply the use of proceeds from the Offering as anticipated; the
use of the gross proceeds of the sale of the FT Shares to incur
eligible "Canadian exploration expenses" that qualify as
"flow-through critical mineral mining expenditures"; the
renouncement of the Qualifying Expenditures in favour of the
subscribers of the FT Shares; risks related to obtaining permits
and other regulatory approvals with respect to the Company’s
mineral properties, the proposed strategic investment by Ontario
Teachers' Pension Plan; the status and progression of credit
facility discussions; unlocking the untapped value of the Company's
properties, delivery of superior or any investment returns; scale,
scope and location of future exploration and drilling activities;
the potential for the Company's land package to be
transformational, the focus of the Company's future drill programs,
the incorporation of geotechnical and hydrogeological information
into the overall project design; The long-term investment horizon
of shareholders; The growth of the Company from developer to
producer; The certainty of funding; The future of the Company;
De-risking McIlvenna Bay; Delivering on the Company's Net Positive
Business strategy; Ownership and reliance on the Company's mineral
projects; The Company's history of losses and potential inability
to generate sufficient revenue to be profitable or to generate
positive cash flow on a sustained basis; The Company's statements
about the expected life of mine, productive capacity and other
technical estimates on its projects, and the Company's reliance on
technical experts with respect thereto; The Company's exposure to
risks related to mineral resources exploration and development;
Impact of the COVID-19 Pandemic, Infectious Diseases and Other
Health Crises on the Company; Global financial volatility and its
impact on the Company; The impact of the Russia-Ukraine conflict;
Government, securities, and stock exchange regulation and policy;
Legal proceedings which may have a material adverse impact on the
Company's operations and financial condition; Capital market
conditions and their effect on the securities of the Company;
Insurance and uninsurable risks; Environmental, health and safety
regulation and policy; Mining hazards and risks; Title rights to
the Company's projects; Indigenous peoples' title and other legal
claims; Mineral resource and mineral reserve estimates;
Uncertainties and risks relating to the Feasibility Studies;
Fluctuations in commodity prices, including metals; Competition;
Expertise and proficiency of management; Limited operating history;
The availability of future financing; Dilutive effects; Impacts of
global climate change and natural disasters; Inadequate
infrastructure; Relationships with local communities; Reputational
damage; Risks arising from the Company's reliance on financial
instruments; Risks arising from future acquisitions; Management
conflicts of interest; Security breaches of the Company's
information systems; and the additional risks identified in our
Annual Information Form dated June 8, 2022 and other securities
filings with Canadian securities regulators available at
www.sedar.com.
The forward-looking statements contained in this
news release reflect the Company's current views with respect to
future events and are necessarily based upon a number of
assumptions that, while considered reasonable by the Company, are
inherently subject to significant operational, business, economic
and regulatory uncertainties and contingencies. Although the
Company has attempted to identify important factors that could
cause actual results to differ materially, there may be other
factors that cause results not to be as anticipated, estimated,
described or intended. Readers are cautioned against undue reliance
on forward-looking statements and should note that the assumptions
and risk factors discussed above do not contain an exhaustive list
of the factors or assumptions that may affect the forward-looking
statements, and that the assumptions underlying such statements may
prove to be incorrect. Actual results and developments are likely
to differ, and may differ materially, from those expressed or
implied by the forward-looking statements contained in the
Company's securities filings and this news release. All
forward-looking statements herein are qualified by this cautionary
statement. The Company undertakes no obligation to update publicly
or otherwise revise any forward-looking statements whether as a
result of new information or future events or otherwise, except as
may be required by law.
For further information: &
MEDIA ENQUIRIES: Foran: Jonathan French, CFA, Director, Investor
Relations, 409 Granville Street, Suite 904, Vancouver, BC, Canada,
V6C 1T2, jfrench@foranmining.com
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