VANCOUVER, BC, Aug. 8, 2022
/CNW/ - Foran Mining Corporation (TSXV: FOM) (OTCQX: FMCXF)
("Foran" or the "Company") is pleased to announce it has entered
into a non-binding term sheet with Ontario Teachers' Pension Plan
Board ("Ontario Teachers'"), which contemplates a transaction that,
if completed, would have Ontario Teachers' invest up to
C$200M in the McIlvenna Bay
project.
The parties are now under exclusivity and intend to enter into
definitive documentation in Q3 2022. The proposed investment
remains subject to, among other things, ongoing due diligence by
Ontario Teachers' and Foran securing a senior secured credit
facility. See below for "Senior Secured Credit Facility
Update."
No assurance can be given that the proposed investment described
herein will be completed in accordance with the terms described or
at all.
Key Terms of the Proposed
Investment
- The proceeds of the proposed investment, together with proceeds
from an anticipated senior secured credit facility, will be used
for the development of the McIlvenna Bay project towards commercial
production.
- The proposed investment will consist of a C$180M convertible secured instrument, whereby
draws will be made contingent on, and pro-rata with, a senior
secured credit facility. The instrument will bear interest, which
shall be satisfied quarterly, at Foran's election, with either cash
payments or common shares of Foran.
- The proposed investment will be conditional on and subordinated
to the senior secured credit facility and will be converted, upon
achieving agreed upon commercial production and permitting
thresholds and the satisfactory achievement of certain other
conditions, into a 19.99% equity interest in an operating
subsidiary of Foran which holds McIlvenna Bay project and
surrounding properties.
- The proposed investment from Ontario Teachers' will also
consist of an additional C$20M of
contingent consideration, which shall be payable upon McIlvenna Bay
reaching a production threshold of 90Mlbs of copper or copper
equivalent per annum on a run-rate basis for 60 consecutive days.
Ontario Teachers' interest in the operating subsidiary will remain
at 19.99% should the contingent consideration be paid.
It is anticipated that closing of the proposed investment will
be subject to, among other things, TSX Venture Exchange approval,
Foran obtaining a binding commitment for a senior secured credit
facility to further advance the project, execution of joint
operating and governance agreements, as well as other conditions
customary for a transaction of this nature.
Senior Secured Credit Facility
Update
Foran is well advanced in its process to obtain a senior secured
credit facility. The Company has received multiple term sheets
to-date from various reputable mining finance partners and intends
to select a preferred party to underwrite a senior secured
ESG-linked credit facility in the near term with the final amount
to be confirmed by the Company once determined. Foran will continue
to provide updates on this matter in due course and as
appropriate.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
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. The Company also owns the Bigstone project, a
resource-development stage deposit located 25km southwest of its
McIlvenna Bay project.
McIlvenna Bay 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. McIlvenna
Bay sits just 65km 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 225km.
McIlvenna Bay is the largest undeveloped VHMS deposit in the
region. The Company announced the results from its 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 a NI 43-101 Technical Report
for the McIlvenna Bay Feasibility Study on April 14, 2022. The Company filed a NI 43-101
Technical Report for the Bigstone Deposit resource estimate on
February 11, 2022. Investors are
encouraged to consult the full text of these technical reports
which may be found on the Company's profile on www.sedar.com.
Foran trades on the TSX.V under the symbol "FOM" and on the
OTCQX under the symbol "FMCXF".
Forward Looking
Statements
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
(the "Company") 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. Forward-looking
statements involve known and unknown risks, uncertainties and other
factors that may cause actual results to differ materially from
those anticipated in such forward-looking statements. 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 management's belief or expectations relating to the
following and, in certain cases, management's response with regard
to the following: The Company's ability to successfully negotiate
and settle definitive agreements upon acceptable terms and
conditions with the Investor and lenders under the senior secured
facility respectively and achieve completion of the various
transactions thereunder; the description of the expected key terms
of the proposed investment, the anticipated use of proceeds and
benefits to the Company resulting from the proposed investment; the
status and expectations regarding the senior secured credit
facility; Ownership and reliance on the Company's mineral projects;
The Company's history of losses and potential inability to generate
sufficient revenue to be profitable or to generate positive cash
flow on a sustained basis; The Company's statements about the
expected life of mine, productive capacity and other technical
estimates on its projects, and the Company's reliance on technical
experts with respect thereto; The Company's exposure to risks
related to mineral resources exploration and development; Impact of
the COVID-19 Pandemic, Infectious Diseases and Other Health Crises
on the Company; Global financial volatility and its impact on the
Company; The impact of the Russia-Ukraine conflict; Government, securities, and
stock exchange regulation and policy; Legal proceedings which may
have a material adverse impact on the Company's operations and
financial condition; Capital market conditions and their effect on
the securities of the Company; Insurance and uninsurable risks;
Environmental, health and safety regulation and policy; Mining
hazards and risks; Title rights to the Company's projects;
Indigenous peoples' title and other legal claims; Mineral resource
and mineral reserve estimates; Uncertainties and risks relating to
the Feasibility Studies; Fluctuations in commodity prices,
including metals; Competition; Expertise and proficiency of
management; Limited operating history; The availability of future
financing; Dilutive effects; Impacts of global climate change and
natural disasters; Inadequate infrastructure; Relationships with
local communities; Reputational damage; Risks arising from the
Company's reliance on financial instruments; Risks arising from
future acquisitions; Management conflicts of interest; Security
breaches of the Company's information systems; and the additional
risks identified in our Annual Information Form dated June 8, 2022 and other securities filings with
Canadian securities regulators available at www.sedar.com.
The forward-looking statements contained in this news release
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. 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. Readers
are cautioned against undue reliance on forward-looking statements
and should note that the assumptions and risk factors discussed
above do not contain an exhaustive list of the factors or
assumptions that may affect the forward-looking statements, and
that the assumptions underlying such statements may prove to be
incorrect. Actual results and developments are likely to differ,
and may differ materially, from those expressed or implied by the
forward-looking statements contained in the Company's securities
filings and this news release. All forward-looking statements
herein are qualified by this cautionary statement. The Company
undertakes no obligation to update publicly or otherwise revise any
forward-looking statements whether as a result of new information
or future events or otherwise, except as may be required by
law.
SOURCE Foran Mining Corporation