Second Tranche for Gross Proceeds of $71M Expected to Close Following Special Shareholders Meeting

Foran Mining Corporation (TSX: FOM) (OTCQX: FMCXF) is pleased to announce that it has completed the first tranche of its previously announced $360 million private placement financings, for aggregate gross proceeds of $289,052,853.

The First Tranche Offering involved the completion of:

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.

The net proceeds of the First 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 Company will use an amount equal to the gross proceeds from the sale of the FT Shares, pursuant to the provisions of the Income Tax Act (Canada), to incur eligible “Canadian exploration expenses” that qualify as “flow-through critical mineral mining expenditures” as both terms are defined in the Income Tax Act (Canada) and in the case of the SK FT Shares to incur “eligible flow-through mining expenditures” within the meaning of The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan) related to the Company’s mineral projects located in Saskatchewan, on or before December 31, 2025, and will renounce all of the Qualifying Expenditures in favour of the subscribers of the FT Shares with an effective date not later than December 31, 2024.

The First Tranche Offering remains subject to the final approval of the TSX. The securities issued pursuant to the First Tranche Offering shall be 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 First Tranche Offering, Agnico Eagle holds a 9.1% 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 Financial Holdings Limited an insider of the Company, participated in the First Tranche Offering, on a pro rata basis, acquiring an aggregate of 10,307,910 Common Shares. The insider participation in the First Tranche Offering constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, 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, as neither the fair market value of the securities issued to the insider under the Offerings nor the consideration paid by the insider exceeded 25% of the Company’s market capitalization, in each case as determined under MI 61‑101. The Company did not file a material change report 21 days before closing of the First Tranche Offering as the full details of the insider participation were not known at that time.

Second Tranche Offering

The originally announced $360 million Offering on July 17, 2024 would result in the issuance of greater than 25% of the Company’s currently issued and outstanding Common Shares and as a result requires shareholder approval under the rules of the TSX. Additionally, the level of participation by certain controlled affiliates of Fairfax in the second tranche of the Offering would result in those current affiliates of Fairfax that are shareholders of the Company, collectively exceeding their pro rata shareholdings (the “Pro Rata Limit”) in the Company. The TSX has agreed to permit such increased level of participation if shareholder approval (excluding votes held directly or indirectly by affiliates of Fairfax) is obtained. As a result, the Company intends to hold a special meeting of shareholders on September 16, 2024 (the “Shareholder Meeting”) pursuant to which shareholder approval will be sought to exceed the Dilution Limit and the Pro Rata Limit in connection with completing the second tranche of the Offering (the “Second Tranche Offering”).

The Second Tranche Offering is intended to be completed following the receipt of all requisite shareholder approval, and is expected to consist of (a) a brokered private placement to be conducted through the Agents for the issuance of 12,563,798 Common Shares at an issue price of $4.05 per Common Share for gross proceeds of $50,883,382, to be subscribed for by certain controlled affiliates of Fairfax, and (b) a non-brokered private placement to be completed with Agnico Eagle for the issuance of 4,954,915 Common Shares at an issue price of $4.05 per Common Share for gross proceeds of $20,067,406. Following the completion of the Second Tranche Offering, Agnico Eagle is expected to hold a 9.9% interest in the Company on a pro forma basic voting basis.

There is no assurance that the requisite shareholder approval will be obtained or that the Second Tranche Offering will be completed. The management information circular related to the Shareholder Meeting will be filed under the Company’s profile on SEDAR+ at www.sedarplus.ca once available and readers are referred to full details to be contained therein.

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 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.