VANCOUVER, BC, July 8, 2021 /CNW/ - Foran Mining
Corp. (TSXV: FOM) (OTCQX: FMCXF) ("Foran" or the
"Company") is pleased to announce that it has executed
definitive subscription agreements (the "Agreements")
pursuant to which certain entities controlled by Fairfax Financial
Holdings Limited (collectively, "Fairfax") will complete the
strategic C$100 million investment in
the Company (the "Financing"), as announced on May 25, 2021, in an effort to create a global
carbon neutral mining company and advance McIlvenna Bay as
Canada's first carbon neutral
copper mine.
The Financing will consist of a single tranche rather than two
separate tranches as earlier announced. Pursuant to the Agreements,
Fairfax has agreed to subscribe, on a private placement basis, for
C$100 million in equity securities of
Foran comprised of units, as follows:
- C$50 million gross proceeds
comprised of 27,777,778 units (each, a "Common Share Unit")
at a price of C$1.80 per Common Share
Unit consisting of one common share and 0.288 of a common share
purchase warrant (each, a "Warrant"), each whole Warrant
exercisable at a price of C$2.09 for
a period of five years from the issuance; and
- C$50 million gross proceeds
comprised of 27,777,778 units (each, a "Non-Voting Unit"),
at a price of C$1.80 per Non-Voting
Unit consisting of one non-voting common share and 0.288 of a
Warrant, each whole Warrant exercisable at a price of C$2.09 for a period of five years from the
issuance. Each non-voting common share may be converted at any time
by any holder of such non-voting common share other than Fairfax
and its affiliates, except in the circumstances of a change of
control of Foran, in which case such conversion right may be
exercised by Fairfax.
Foran will hold its 2021 Annual and Special Meeting of
Shareholders at Suite 904, 409 Granville Street, Vancouver, British Columbia on August 4, 2021 at 9:00 am
(Pacific Daylight Time) (the "Meeting"). At the
Meeting, shareholders of Foran will be asked to approve certain
items of special business consisting of (i) the creation of the
non-voting common shares, and (ii) the approval of Fairfax as a
"Control Person", as such term is defined in the policies of the
TSX Venture Exchange, in the event it may control more than 20% of
the issued and outstanding common shares in the future upon
exercise of the non-voting common shares. Upon conclusion of the
Financing, Fairfax will beneficially own 13.3% of the issued and
outstanding common shares on a non-diluted basis, 23.5% of the
issued and outstanding common shares on a partially diluted basis
(assuming conversion of the non-voting shares by Fairfax only) and
28.4% of the issued and outstanding common shares on a partially
diluted basis (assuming conversion of the Warrants and in the event
of conversion of the non-voting common shares by Fairfax). The
Company has entered into voting support agreements with directors,
senior officers and strategic investors representing approximately
22.8% of the outstanding common shares to vote in favour of the
special business at the Meeting.
Further details of the Meeting will be disclosed in an
information circular (the "Information Circular") to be
posted under the Company's profile on www.sedar.com on or before
July 14, 2021. In an effort to
mitigate the risks associated with COVID-19, and to preserve the
health and safety of our communities, shareholders, employees and
other stakeholders, Meeting participants are encouraged NOT to
participate in person. Participants are encouraged to vote on the
matters BEFORE the Meeting by proxy and to join the Meeting by
teleconference using the dial-in details to be provided in the
Information Circular.
The net proceeds of the Financing will be used to rapidly
advance the development of the McIlvenna Bay project as well to
advance exploration across the Hanson Lake district, enable further
investment in key technological and operational research and
equipment, and for general corporate
purposes.
Closing of the Financing is subject to the receipt of TSX
Venture Exchange approval, the receipt of all necessary Foran
shareholder approvals and other customary closing conditions.
Fairfax will not be granted the right to appoint any members of the
Board of Directors of Foran or any preferential right to
participate in future financings.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
About Fairfax Financial Holdings Limited
Fairfax is a holding company which, through its subsidiaries, is
engaged in property and casualty insurance and reinsurance and the
associated investment management.
About Foran Mining Corp.
Foran Mining is a copper-zinc-gold-silver exploration and
development company, and we are committed to supporting a greener
future, empowering communities, and creating circular economies
which create value for all our stakeholders, while also
safeguarding the environment. Our goal is to build the first mine
in Canada designed to be carbon
neutral from day one of production. We are in the feasibility stage
of development for our flagship McIlvenna Bay project in eastern
Saskatchewan.
McIlvenna Bay is a copper-zinc-gold-silver rich VMS 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 from 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 VMS deposit in the
region. The Company filed a NI 43-101 Technical Report for the PFS
on the McIlvenna Bay Deposit on SEDAR on April 28, 2020. Foran's copper-zinc VMS Bigstone
Deposit is expected to serve as additional feed for the mill at
McIlvenna Bay. The Company filed a NI 43-101 Technical Report for
the Bigstone Deposit's first resource estimate on January 21, 2021.
Foran trades on the TSX.V under the symbol "FOM", and on the
OTCQX under the symbol "FMCXF".
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This news release contains "forward-looking information" (also
referred to as "forward looking statements"), which relate to
future events or future performance and reflect management's
current expectations and assumptions. Often, but not always,
forward-looking statements can be identified by the use of words
such as "plans", "hopes", "expects", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates", or
"believes" or variations (including negative variations) of such
words and phrases, or state that certain actions, events or results
"may", "could", "would", "might" or "will" be taken, occur or be
achieved. Such forward-looking statements reflect management's
current beliefs and are based on assumptions made by and
information currently available to the Company. All statements,
other than statements of historical fact, are forward-looking
statements or information. Forward-looking statements or
information in this news release relate to, among other things:
about the closing of the Financing (if at all), the use of proceeds
of the Financing, the approval of the TSX Venture Exchange relating
to the Financing, receipt of any necessary shareholder approval and
satisfaction of closing conditions; completion of the feasibility
study in a timely manner, and the anticipated capital and operating
costs, sustaining costs, net present value, internal rate of
return, payback period, process capacity, average annual metal
production, average process recoveries, anticipated mining and
processing methods, proposed PFS production schedule and metal
production profile, anticipated construction period, anticipated
mine life, expected recoveries and grades, anticipated production
rates, infrastructure, social and environmental impact studies,
future financial or operating performance of the Company,
subsidiaries and its projects; estimation of mineral resources,
exploration results, opportunities for exploration, development and
expansion of the McIlvenna Bay Project, its potential
mineralization; the future price of metals; the realization of
mineral reserve estimates, costs and timing of future exploration,
the timing of the development of new deposits; requirements for
additional capital; foreign exchange risk; government regulation of
mining and exploration operations, environmental risks, reclamation
expenses; title disputes or claims; insurance coverage; and
regulatory matters. In addition, these statements involve
assumptions made with regard to the Company's ability to develop
the McIlvenna Bay Project and to achieve the results outlined in
the PFS, and the ability to raise capital to fund construction and
development of the McIlvenna Bay Project.
These forward-looking statements and information 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. These assumptions include: risks
relating to the Financing, volatility in the trading price of
common shares of the Company, risks relating to the ability of the
Company to obtain required approvals, and complete the Financing on
the terms announced; our mineral reserve and resource estimates and
the assumptions upon which they are based, including geotechnical
and metallurgical characteristics of rock confirming to sampled
results and metallurgical performance; tonnage of ore to be mined
and processed; ore grades and recoveries; assumptions and discount
rates being appropriately applied to the PFS; success of the
Company's projects, including the McIlvenna Bay Project; prices for
zinc, copper, gold and silver remaining as estimated; currency
exchange rates remaining as estimated; availability of funds for
the Company's projects; capital decommissioning and reclamation
estimates; mineral reserve and resource estimates and the
assumptions upon which they are based; prices for energy inputs,
labour, materials, supplies and services (including
transportation); no labour-related disruptions; no unplanned delays
or interruptions in scheduled construction and production; all
necessary permits, licenses and regulatory approvals are received
in a timely manner; and the ability to comply with environmental,
health and safety laws. The foregoing list of assumptions is not
exhaustive.
The Company cautions the reader that forward-looking statements
and information include known and unknown risks, uncertainties and
other factors that may cause actual results and developments to
differ materially from those expressed or implied by such
forward-looking statements or information contained in this news
release and the Company has made assumptions and estimates based on
or related to many of these factors. Such factors include, without
limitation: the projected and actual effects of the COVID-19
coronavirus on the factors relevant to the business of the
Corporation, including the effect on supply chains, labour market,
currency and commodity prices and global and Canadian capital
markets, fluctuations in zinc, copper, gold and silver prices;
fluctuations in prices for energy inputs, labour, materials,
supplies and services (including transportation); fluctuations in
currency markets (such as the Canadian dollar versus the U.S.
dollar); operational risks and hazards inherent with the business
of mining (including environmental accidents and hazards,
industrial accidents, equipment breakdown, unusual or unexpected
geological or structure formations, cave-ins, flooding and severe
weather); inadequate insurance, or the inability to obtain
insurance, to cover these risks and hazards; our ability to obtain
all necessary permits, licenses and regulatory approvals in a
timely manner; changes in laws, regulations and government
practices in Canada, including
environmental, export and import laws and regulations; legal
restrictions relating to mining; risks relating to expropriation;
increased competition in the mining industry for equipment and
qualified personnel; the availability of additional capital; title
matters and the additional risks identified in our filings with
Canadian securities regulators on SEDAR in Canada (available at www.sedar.com). 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. Investors are cautioned against undue
reliance on forward-looking statements or information.
These forward-looking statements are made as of the date hereof
and, except as required by applicable securities regulations, the
Company does not intend, and does not assume any obligation, to
update the forward-looking information.
SOURCE Foran Mining Corporation