/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR DISSEMINATION IN THE UNITED
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All amounts are in Canadian dollars unless stated
otherwise
VANCOUVER, BC, Sept. 17,
2024 /CNW/ - Foran Mining Corporation (TSX: FOM)
(OTCQX: FMCXF) ("Foran" or the "Company") is pleased to announce
that following the receipt of all requisite shareholder approvals
at the special meeting of shareholders held on Monday, September 16, 2024, it has now completed
the second tranche of its previously announced $360 million private placement financings (the
"Offering"), for aggregate gross proceeds of $70,950,788 (the "Second Tranche Offering").
Upon closing of the Second Tranche Offering, the full
financing of $360 million previously
announced on July 17, 2024 is now
complete.
The Second Tranche Offering involved the completion of:
- the second tranche of a brokered private placement (the
"Brokered Offering"), pursuant to which the Company issued a total
of 12,563,798 common shares of the Company (the "Common Shares") at
an issue price of $4.05 per Common
Share, for gross proceeds of $50,883,382, which were subscribed for by certain
controlled affiliates of Fairfax Financial Holdings Limited
("Fairfax"); and
- the second tranche of a non-brokered private placement
with Agnico Eagle Mines Limited ("Agnico Eagle") pursuant to
which the Company issued a total of 4,954,915 Common Shares at an
issue price of $4.05 per Common Share
for gross proceeds of $20,067,406.
The Brokered Offering was conducted through a syndicate of
agents with Eight Capital, BMO Capital Markets and National Bank
Financial Inc. as co-lead agents and joint bookrunners, together
with Ventum Financial Corp., CIBC World Markets Inc., Cormark
Securities Inc., Scotia Capital Inc., Stifel Nicolaus Canada Inc.
and TD Securities Inc. (collectively, the "Agents").
The gross proceeds of the Second Tranche 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 Second Tranche Offering remains subject to the final
approval of the TSX. The securities issued pursuant to the Second
Tranche Offering are subject to a four-month plus one day hold
period commencing on the date hereof under applicable Canadian
securities laws. Following the completion of the Second Tranche
Offering, Agnico Eagle holds a 9.9% interest in the Company on a
basic voting basis.
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.
Related Party Transaction
Certain controlled affiliates of Fairfax, an insider of the
Company, subscribed for the 12,563,798 Common Shares issued in the
Brokered Offering. The insider participation in the Brokered
Offering constitutes a "related party transaction" within the
meaning of Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions ("MI
61-101"), for which the Company was exempt from the formal
valuation and minority shareholder approval requirements of MI
61-101 pursuant to sections 5.5(a) and 5.7(1)(a) thereof,
respectively, as neither the fair market value of the securities
issued to the insider under the Brokered Offering nor the
consideration paid by the insider exceeded 25% of the Company's
market capitalization, in each case as determined under
MI 61‑101. A material change report disclosing the related
party transaction was filed on August 8,
2024 in connection with the closing of the first tranche of
the Offering.
Early Warning Disclosure
Immediately prior to the acquisition of the Common Shares
pursuant to the Brokered Offering, certain controlled entities of
Fairfax beneficially owned an aggregate of 56,524,688 Common
Shares, representing 15.1% of the issued and outstanding Common
Shares, and 27,777,778 non-voting shares of the Company (the
"Non-Voting Shares", together with the Common Shares, the
"Shares") representing 100% of the Non-Voting Shares and,
together with the Common Shares owned by Fairfax, 21.0% of the
issued and outstanding Shares. As a result of the acquisition of
the 12,563,798 Common Shares in the Brokered Offering, Fairfax now
beneficially owns 69,008,486 Common Shares, representing 17.6% of
the issued and outstanding Common Shares, and 27,777,778 Non-Voting
Shares, representing 100% of the Non-Voting Shares and, together
with the Common Shares owned by Fairfax, 23.0% of the issued and
outstanding Shares.
This press release and Fairfax's corresponding early warning
report (the "Early Warning Report") which is expected to be filed
on SEDAR+ in the near term, constitutes the required disclosure
pursuant to section 5.2 of National Instrument 62-104 -
Take-Over Bids and Issuer Bids ("NI 62-104"). The
requirement to file an early warning report was triggered because
the acquisition by Fairfax of the Common Shares in the Brokered
Offering resulted in Fairfax's beneficial ownership of the Common
Shares increasing by greater than 2% as compared to the early
warning report last filed by Fairfax. The Common Shares acquired
under the Brokered Offering are being acquired by Fairfax for
investment purposes and it may further purchase, hold, vote, trade,
dispose or otherwise deal in the securities of the Company, in such
manner as it deems advisable to benefit from changes in market
prices of the Company's securities, publicly disclosed changes in
the operations of the Company, its business strategy or prospects,
or from a material transaction of the Company. In the future, it
may discuss with management and/or the board of directors of the
Company any of the transactions listed in clauses (a) to (k) of
item 5 of Form 62-103F1 of National Instrument 62-103 – The
Early Warning System and Related Take-over Bid and Insider
Reporting Issues ("NI 62-103").
The Early Warning Report that will be filed on SEDAR+ in respect
of the Brokered Offering will satisfy the requirement of section
5.2 of NI 62-104 to have the Early Warning Report filed by an
acquiror, in this case by Fairfax, with the securities regulatory
authorities in each of the jurisdictions in which the Company is a
reporting issuer and which contains the information required by
section 3.1 of NI 62-103, which includes the information required
by Form 62-103F1.
A copy of the Early Warning Report filed by Fairfax in
connection with the Brokered Offering will be available under the
Company's profile on the SEDAR+ website at www.sedarplus.ca.
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. 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 intended use of proceeds from
the Second Tranche Offering; the TSX providing final approval for
the Second Tranche Offering; the expected filing by Fairfax of the
Early Warning Report; 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; government, securities, and stock exchange
regulation and policy; the Company is exposed to risks related to
mineral resources exploration and development; the Company may
require additional financing and future share issuances may
adversely impact share prices; market and liquidity risk; 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.
SOURCE Foran Mining Corporation