/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Aug. 6, 2021 /CNW/ - Foran Mining
Corp. (TSXV: FOM) (OTCQX: FMCXF) ("Foran" or the
"Company") is pleased to announce the completion of the
strategic C$100 million private
placement (the "Financing") by certain entities controlled
by Fairfax Financing Holdings Limited (collectively,
"Fairfax").
The Financing consisted of the following:
- C$50 million gross proceeds
through the issuance of 27,777,778 units (each, a "Common Share
Unit") at a price of C$1.80 per
Common Share Unit. Each Common Share Unit is comprised of one
common share ("Common Share") and 0.288 of a Common Share
purchase warrant (each, a "Warrant"). There is a total of
27,777,778 Common Shares and 8,000,000 Warrants issuable under the
Common Share Units. Each whole Warrant may be exercised into one
(1) Common Share at a price of C$2.09
for a period of five (5) years from the date of issuance; and
- C$50 million gross proceeds
through the issuance of 27,777,778 non-voting units (each, a
"Non-Voting Unit"), at a price of C$1.80 per Non-Voting Unit. Each Non-Voting Unit
is comprised of one non-voting share ("Non-Voting Share")
and 0.288 of a Warrant. There is a total of 27,777,778 Non-Voting
Shares and 8,000,000 Warrants issuable under the Non-Voting Units.
Each whole Warrant may be exercised into one (1) Common Share at a
price of C$2.09 for a period of five
(5) years from the date of issuance.
The Common Shares, Non-Voting Shares and Warrants issued in
connection with the Financing and the Common Shares underlying the
Warrants are subject to a statutory hold period of four months plus
one day from the date of the closing of the Financing, in
accordance with applicable securities legislation.
Foran is very pleased to welcome such a highly respected and
supportive shareholder in Fairfax to its shareholder registry as
its largest investor. This unique transaction establishes a
strategic partnership focused on building Canada's first carbon neutral copper company,
with the Company's strong proforma cash balance of approximately
C$120 million, positioning Foran well
to execute on its business plan and accelerate development of the
McIlvenna Bay Project.
The net proceeds of the Financing will be used to rapidly
advance the development of the McIlvenna Bay Project and
centralized mill for the Hanson Lake District as well as further
exploration on the Company's substantial land holdings, enable
further investment in key technological and operational research
and equipment, and for general corporate purposes.
Dan Myerson, Executive
Chairman of Foran commented: "We are very grateful to have
gained a world-class cornerstone investor in Fairfax. We appreciate
their strong support and profound vote of confidence as we look to
create exponential value for all stakeholders as we pursue our
vision to enable a greener future and build Canada's first carbon neutral copper mine in
the emerging and prolific Hanson Lake District. This investment and
partnership is a defining moment for Foran and one that will shape
our future for many decades to come, elevating us onto the
world-stage."
At the Company's Annual General and Special Meeting held on
August 4, 2021 (the "2021
AGSM"), shareholders overwhelmingly voted in favour of all
matters brought before them, including the creation of Fairfax as a
control person as well as the creation of a new class of non-voting
shares as related to the Financing.
The following voting results are based on the total number of
votes that were cast at the 2021 AGSM, rather than the issued and
outstanding shares as previously announced:
Appointment of
Auditors
|
For
|
Withheld
|
Outcome
|
Appoint Smythe LLP,
Chartered Professional Accountants as
auditors of the Company and to fix their remuneration
|
72,078,947
(99.9%)
|
10,000
(0.1%)
|
Carried
|
|
Number of
Directors
|
For
|
Against
|
Outcome
|
Set the number of
directors at five
|
58,689,152
(99.9%)
|
4,191
(0.1%)
|
Carried
|
|
Election of
Directors
|
For
|
Withheld
|
Outcome
|
Elect the following
nominees as directors of the Company
|
|
|
|
Darren
Morcombe
|
58,599,543
(99.8%)
|
93,800
(0.2%)
|
Carried
|
Daniel
Myerson
|
56,265,332
(95.9%)
|
2,425,261
(4.1%)
|
Carried
|
Maurice
Tagami
|
52,860,391
(91.8%)
|
4,714,202
(8.2%)
|
Carried
|
David
Petroff
|
56,193,707
(95.9%)
|
2,496,886
(4.1%)
|
Carried
|
Jean
Rogers
|
58,669,168
(99.9%)
|
24,175
(0.1%)
|
Carried
|
|
Long Term Incentive
Plan
|
For
|
Against
|
Outcome
|
Approve the Company's
Long Term Incentive Plan
|
58,560,727
(99.8%)
|
132,616
(0.2%)
|
Carried
|
|
New Control
Person
|
For
|
Against
|
Outcome
|
Approve the creation
of a new Control Person
|
58,652,468
(99.9%)
|
40,875
(0.1%)
|
Carried
|
|
New Class of
Non-Voting Shares
|
For
|
Against
|
Outcome
|
Approve the amendment
to the Articles to create a new class of non-voting
shares
|
58,623,007
(99.9%)
|
70,336
(0.1%)
|
Carried
|
The 2021 AGSM materials, together with the amended and restated
articles of Foran, are available on SEDAR.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities
Act") or any state securities laws and may not be offered or
sold within the United States
unless registered under the U.S. Securities Act and applicable
state securities laws or an exemption from such registration is
available.
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 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: the
use of proceeds of the Financing; 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:
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