Foran Mining Corporation (TSX-V: FOM) (OTCQX: FMCXF) is pleased to announce that certain entities controlled by Fairfax Financial Holdings Limited have exercised its Warrants (as defined below) in advance of the expiration date. As part of a C$100 million private placement, completed on August 6, 2021, Fairfax acquired 27,777,778 common shares of the Company, 27,777,778 non-voting shares of the Company and 16,000,000 warrants of the Company. Each Warrant entitled Fairfax to purchase one  Common Share at an exercise price of C$2.09 for a period of five years from the date of issuance. Fairfax has elected to exercise all of their Warrants, resulting in gross proceeds to the Company of C$33,440,000.

Dan Myerson, Foran’s Executive Chairman & CEO, commented “As Foran continues on our path towards carbon neutral critical metal production, it is essential to have supportive and encouraging partners, who share the same vision and can meaningfully enable the execution of this shared vision. Recent market volatility has created opportunities for procurement and attracting the best and brightest talent, all of which can only be realized with the nimbleness of a hungry owners’ team and through the certainty of funding. We are very grateful for the continued support of our largest shareholder in Fairfax and could not be prouder to be their partner. Foran continues to de-risk McIlvenna Bay, a hearty multi-decade copper-gold-silver-zinc asset with low capital intensity in a world class jurisdiction, explore and demonstrate the value of our additional deposits, all while delivering on our Net Positive Business strategy to deliver critical resources to support global decarbonization in a responsible and social-empowering way.”

Immediately prior to the exercise of the Warrants, Fairfax beneficially owned 27,777,778 Common Shares, representing 13.1% of the 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, 23.1% of the issued and outstanding Shares. As a result of the exercise of the Warrants, Fairfax beneficially owns 43,777,778 Common Shares, representing 19.2% of the 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, 27.9% of the issued and outstanding Shares.

This press release and Fairfax’s corresponding 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. The requirement to file an early warning report was triggered because the exercise of the Warrants increased Fairfax’s beneficial ownership of the Common Shares by greater than 2% as compared to the early warning report filed by Fairfax pertaining to the Private Placement. The Common Shares acquired in connection with the exercise of the Warrants are being acquired by Fairfax for investment purposes and 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 F1 of National Instrument 62-103 – The Early Warning System and Related Take-over Bid and Insider Reporting Issues 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, and it will also consider the availability of funds, evaluation of alternative investments and other factors.

The Early Warning Report that will be filed on SEDAR in respect of the Warrant exercise 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 with respect to the foregoing matters and the information required by section 3.1 of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which includes the information required by Form 62-103F1 – Required Disclosure under the Early Warning Requirements.

A copy of the Early Warning Report filed by Fairfax in connection with the Warrant exercise will be available under the Company’s profile on the SEDAR website at www.sedar.com or may be obtained directly from Fairfax upon request at the telephone number below.

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.

About Fairfax Financial Holdings Limited

Fairfax Financial Holdings Limited is a corporation continued under the Canada Business Corporations Act and is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.