VANCOUVER, BC, Aug. 4, 2021 /CNW/ - Foran Mining
Corp. (TSXV: FOM) (OTCQX: FMCXF) ("Foran" or the
"Company") is pleased to announce the voting results from
the Company's annual general & special meeting of shareholders
held on August 4th, 2021
(the "2021 AGSM").
A total of 72,088,947 common shares of the Company were
represented at the 2021 AGSM, representing 39.91% of the Company's
outstanding common shares as at the record date of June 30th, 2021. Shareholders voted in
favour of all matters brought before them at the 2021 AGSM, which
matters are discussed in detail in the Company's Management
Information Circular dated July
7th, 2021 (the "Circular") that is
available on SEDAR at www.sedar.com.
Shareholder approval included voting in favour of certain
matters related to the strategic C$100
million investment in the Company (the "Financing")
by certain entities controlled by Fairfax Financial Holdings
Limited (collectively, "Fairfax"), as announced on
May 25, 2021 and July 8, 2021. These matters included amendments
to the Company's articles (the "Amended and Restated
Articles") in order to create a new class of non-voting
common shares (the "New Class of Non-Voting Shares
Resolution") that are anticipated to be issued pursuant to the
Financing. Additionally, shareholders voted in favour of the
creation of Fairfax as a Control Person, as such term defined in
the policies of the TSX Venture Exchange, of the Company (the
"New Control Person Resolution"), in the event
Fairfax controls more than 20% of the issued and outstanding common
shares in the future upon conversion of the non-voting common
shares into common shares.
New Class of Non-Voting Shares Resolution
The votes for the New Class of Non-Voting Shares Resolution
approving the Amended and Restated Articles were as follows:
Outcome of the
Vote
|
Votes
For
|
%
For
|
Votes
Against
|
%
Against
|
Carried
|
58,623,007
|
32.46%
|
70,336
|
0.04%
|
A copy of the Amended and Restated Articles can be found at
Schedule "C" to the Company's Management Information Circular
available on SEDAR.
New Control Person Resolution
The votes for the New Control Person Resolution approving
Fairfax as a Control Person were as follows:
Outcome of the
Vote
|
Votes
For
|
%
For
|
Votes
Against
|
%
Against
|
Carried
|
58,652,468
|
32.47%
|
40,875
|
0.02%
|
Long Term Incentive Plan
Shareholders approved the Company's Long Term Incentive Plan at
the AGSM as follows:
Outcome of the
Vote
|
Votes
For
|
%
For
|
Votes
Against
|
%
Against
|
Carried
|
58,560,727
|
32.42%
|
132,616
|
0.07%
|
Election of Directors
All five director nominees listed in the Circular were elected
as follows:
Director
Nominee
|
Votes
For
|
%
For
|
Votes
Withheld
|
%
Withheld
|
Darren
Morcombe
|
58,599,543
|
32.44%
|
93,800
|
0.05%
|
Daniel
Myerson
|
56,265,332
|
31.15%
|
2,425,261
|
1.34%
|
Maurice
Tagami
|
52,860,391
|
29.26%
|
4,714,202
|
2.61%
|
David
Petroff
|
56,193,707
|
31.11%
|
2,496,886
|
1.39%
|
Jean
Rogers
|
58,669,168
|
32.48%
|
24,175
|
0.01%
|
Number of Directors
Shareholders voted to fix the number of directors elected for
the ensuing year at five (5) as follows:
Outcome of the
Vote
|
Votes
For
|
%
For
|
Votes
Against
|
%
Against
|
Carried
|
52,689,152
|
32.49%
|
4,191
|
0.01
|
Appointment of Auditor
Smythe LLP, Chartered Professional Accountants, were
re-appointed as the Company's auditor:
Outcome of the
Vote
|
Votes
For
|
%
For
|
Votes
Withheld
|
%
Withheld
|
Carried
|
72,078,947
|
39.90%
|
0
|
0%
|
Daniel Myerson, Executive
Chairman & CEO of Foran, commented, "We are excited to be
bringing on a world-class cornerstone shareholder in Fairfax as we
work to propel the development of McIlvenna Bay and the broader
Hanson Lake District forward and advance our goal of creating a
global carbon neutral mining company. We would like to thank our
shareholders for their ongoing support and are delighted with the
excellent voting turnout at this year's annual general and special
meeting."
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