Foran Mining Corporation (TSX: FOM) (OTCQX: FMCXF) (“Foran” or the
“Company”) is pleased to announce that in connection with the
proposed brokered private placement announced on July 15, 2024, the
Company has entered into an amending agreement with Eight Capital,
as co-lead agent and joint bookrunner with BMO Capital Markets and
National Bank Financial, on behalf of a syndicate of agents
(together, the “Agents”), to increase the size of the offering from
$222,000,008 to $260,891,830 (the “Brokered Offering”).
The Brokered Offering will now consist of (i)
57,010,327 common shares of the Company (the “Common Shares”) at an
issue price of $4.05 per Common Share, for gross proceeds of
$230,891,824; and (ii) 4,501,874 Common Shares to be issued as a
“flow-through share” within the meaning of the Income Tax Act
(Canada) (the “FT Shares”), with 2,906,977 FT Shares to be issued
at a price of $6.88 per share (the “SK FT Shares”) and 1,594,897 FT
Shares to be issued at a price of $6.27 per share (the “Federal FT
Shares”), for gross proceeds of $30,000,006.
Additionally, the Company announces that it
intends to amend its existing subscription agreement with Agnico
Eagle Mines Limited (“Agnico Eagle”) announced on July 15, 2024,
pursuant to which Agnico Eagle will agree to acquire up to
24,472,052 Common Shares (from 22,962,963 Common Shares as
disclosed in the company’s press release on July 15, 2024) at an
issue price of $4.05 per Common Share for gross proceeds of up to
$99,111,811 (from $93,000,000) in two separate tranches (the
“Non-Brokered Offering” and together with the Brokered Offering,
the “Offerings”). The revised subscription is expected to result in
Agnico Eagle maintaining a 9.9% interest in the Company on a pro
forma basic voting basis as originally contemplated in the
Company’s press release issued on July 15, 2024.
The net proceeds of the Offerings 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
of 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) and in the case of the SK FT Shares to
incur “eligible flow-through mining expenditures” within the
meaning of The Mineral Exploration Tax Credit Regulations, 2014
(Saskatchewan) (the "Qualifying Expenditures") related to the
Company’s mineral projects located in Saskatchewan, on or before
December 31, 2025, and will renounce all of the Qualifying
Expenditures in favour of the subscribers of the FT Shares with an
effective date not later than December 31, 2024.
The Offerings will result in the issuance of a
number of Common Shares greater than 25% of the Company’s currently
issued and outstanding Common Shares and as a result will require
shareholder approval under the rules of the Toronto Stock Exchange
(“TSX”). As a result, the Offerings are expected to be completed in
two tranches, with the first tranche scheduled to close on or about
August 8, 2024, or such other date as the Company and the Agents
may agree for all placements other than a portion of shares being
subscribed for by Fairfax Financial Holdings Limited (“Fairfax”)
and Agnico Eagle, and the second tranche for that number of Common
Shares in excess of the 25% threshold, that are to be subscribed
for by Fairfax and Agnico Eagle, to be completed as soon as
practicable once shareholder approval has been obtained.
The completion of the Offerings is subject to
certain additional conditions including, but not limited to, the
execution of an agency agreement, the execution of a revised
subscription agreement with Agnico and the receipt of all necessary
regulatory and other approvals, including that of the TSX.
The securities issued pursuant to the Offerings
shall be subject to a four-month plus one day hold period
commencing on the day of the closing of the Offerings 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.
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, 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, comprises the infrastructure and works
related to pre-development and advanced exploration 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 announced the
results from its NI 43-101 compliant Technical Report on the 2022
Feasibility Study for the McIlvenna Bay Deposit (“2022 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 the 2022 Feasibility Study on April 14, 2022, with an
effective date of February 28, 2022. The Company also filed a NI
43-101 Technical Report for the Bigstone Deposit resource estimate
on January 21, 2021, as amended on February 1, 2022. Investors are
encouraged to consult the full text of these technical reports
which may be found on the Company’s profile on
www.sedarplus.ca.
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”.
CAUTIONARY NOTE REGARDING 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 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. Such forward-looking statements include, but are not
limited to, statements regarding our objectives and our strategies
to achieve such objectives; our beliefs, plans, estimates,
projections and intentions, and similar statements concerning
anticipated future events; as well as specific statements in
respect of our entering into an amending agreement in respect of
the Brokered Offering; our intention to amend the existing
subscription agreement of the Company with Agnico Eagle and the
expectation that their revised subscription in Common Shares will
result in Agnico Eagle maintaining a 9.9% interest in the Company
on a proforma basic voting basis; statements relating to the terms
and conditions and anticipated timing for completion of the
Offerings, including our ability to close the Offerings, obtain
shareholder approval to complete the second tranche closing, and
receive other regulatory approvals including TSX approval; the use
of proceeds of the Offerings; the expectation that the issuances of
Common Shares pursuant to the Offerings will result in the issuance
of Common Shares greater than 25% of the Company’s currently issued
and outstanding Common Shares, and will require shareholder
approval and will close in two tranches; the participation of
Fairfax and Agnico Eagle in closing of the second tranche of the
Offerings; the execution of closing documentation and obtaining
regulatory and other approvals in respect of the Offerings; our
commitment to support a greener future, empower communities and
create circular economies which create value for all our
stakeholders while safeguarding the environment; expectations
regarding our development and advanced exploration activities; and
expectations, assumptions and targets in respect of our 2022
Feasibility Study. 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, but are not limited to, management's belief
or expectations relating to the following and, in certain cases,
management's response with regard to the following: the
certainty of funding, including that the Offerings will be
completed on the terms and conditions and in line with anticipated
timing disclosed herein, that all requisite shareholder and
regulatory approvals including that of the TSX will be obtained, of
which there is no assurance, and that the proceeds from the
Offerings will be applied as anticipated; the Company’s reliance on
the McIlvenna Bay Property; the Company’s statements about the
expected productive capacity and other technical estimates on its
projects, and the Company’s reliance on technical experts with
respect thereto; government, securities, and stock exchange
regulation and policy; the Company has a history of losses and may
not be able to generate sufficient revenue to be profitable or to
generate positive cash flow on a sustained basis; the Company is
exposed to risks related to mineral resources exploration and
development; failure to comply with covenants under the Senior
Credit Facility or the Equipment Finance Facility may have a
material adverse impact on the Company’s operations and financial
condition; the Company may require additional financing and future
share issuances may adversely impact share prices; the Company has
no history of mineral production; the Company is subject to
government regulation and failure to comply could have an adverse
effect on the Company’s operations; the Company may be involved in
legal proceedings which may have a material adverse impact on the
Company’s operations and financial condition; interest rates risk;
market and liquidity risk; the Company’s operations are subject to
extensive environmental, health and safety regulations; mining
operations involve hazards and risks; the Company may not be able
to acquire or maintain satisfactory mining title rights to its
property interests; indigenous peoples’ title claims may adversely
affect the Company’s ability to pursue exploration, development and
mining on the Company’s mineral properties; the Company may be
unable to obtain adequate insurance to cover risks; the Company’s
operations require the acquisition and maintenance of permits and
licenses, and strict regulatory requirements must be adhered to;
mineral resource and mineral reserve estimates are based on
interpretations and assumptions that may not be accurate;
uncertainties and risks relating to the 2022 Feasibility Study; the
current global financial conditions are volatile and may impact the
Company in various manners; metals prices are subject to wide
fluctuations; the Company may be involved in disputes related to
its contractual interests in certain properties; and the additional
risks identified in our filings with Canadian securities regulators
on SEDAR+ in Canada (available at www.sedarplus.ca). 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.
The forward-looking statements contained in this
press release reflect the Company’s current views with respect to
future events and are 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. Readers are cautioned not to place
undue reliance on forward-looking statements and should note that
the assumptions and risk factors discussed in this press release
are not exhaustive. Actual results and developments are likely to
differ, and may differ materially, from those expressed or implied
by the forward-looking statements contained in this press release.
All forward-looking statements herein are qualified by this
cautionary statement. The Company disclaims any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as may be required by law. If the Company does update one or
more forward-looking statements, no inference should be drawn that
it will make additional updates with respect to those or other
forward-looking statements, unless required by law. Additional
information about these assumptions, risks and uncertainties is
contained in our filings with securities regulators.
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