Foran Mining Corporation (TSX: FOM) (OTCQX: FMCXF) is pleased to announce that following the receipt of all requisite shareholder approvals at the special meeting of shareholders held on Thursday, July 10, 2025, it has now closed the second tranche of its previously announced $350 million private placement financing, for gross proceeds of approximately $54 million. The first tranche of the Offering closed on May 28, 2025, resulting in gross proceeds of approximately $296 million. Upon closing of the Second Tranche Offering, the aggregate financing of $350 million that was previously announced on May 13, 2025 is now complete.

The Second Tranche Offering involved the issuance of a total of 18,163,758 common shares of the Company at an issue price of $3.00 per Common Share, for gross proceeds of $54,491,274. The net proceeds from the Offering will be used to complete construction at McIlvenna Bay, as well as for advancing exploration at near-mine and regional targets. The Offering remains subject to the final approval of the TSX. The securities issued pursuant to the Second Tranche Offering shall be subject to a four-month plus one day hold period commencing on the date hereof under applicable Canadian securities laws.

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

In connection with the Offering, (i) certain controlled affiliates of Fairfax Financial Holdings Limited, an insider of the Company, acquired an aggregate of 25,000,000 Common Shares (inclusive of Common Shares acquired under the First Tranche Offering), and (ii) Dan Myerson, the Executive Chairman and Chief Executive Officer of the Company, acquired an aggregate of 333,333 Common Shares (inclusive of Common Shares acquired under the First Tranche Offering). The insider participations in the Offering constitute 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, as neither the fair market value  of the securities issued to the insiders under the Offering nor the consideration paid by the insiders exceeded 25% of the Company’s market capitalization, in each case as determined under MI 61–101. A material change report regarding the Offering was filed on May 30, 2025.

Early Warning Disclosure

Canada Growth Fund Inc. acquired 52,000,000 Common Shares pursuant to the Offering for total consideration of $156,000,000, the whole pursuant to the terms of a subscription agreement between CGF and the Company dated May 14, 2025 (the “Subscription Agreement”), with CGF acquiring (i) 43,904,154 Common Shares in the first tranche of the Offering that closed on May 28, 2025, and (ii) 8,095,846 Common Shares in the Second Tranche Offering (collectively, the “Investment”).

Immediately prior to entering into the Subscription Agreement, CGF did not beneficially own or control any Common Shares or other securities of the Company. Immediately following closing of the Offering, CGF beneficially owns or controls 52,000,000 Common Shares, representing approximately 10.2% of the issued and outstanding Common Shares on a non-diluted basis.

CGF acquired the Common Shares for investment purposes only. Depending upon market conditions and other factors, including pursuant to a 12 month lock-up provision and certain rights granted to CGF under the investor rights agreement dated May 28, 2025 between CGF and the Company, CGF may, from time to time, acquire or dispose of additional securities of the Company, in the open market, by private agreement or otherwise, or acquire interests in or enter into related financial instruments involving securities of the Company.

About Foran Mining

Foran Mining is a copper-zinc-gold-silver exploration and development company, committed to supporting a greener future and empowering communities while creating value for our stakeholders.  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 development 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 filed its NI 43-101 compliant 2025 Technical Report on the McIlvenna Bay Project, Saskatchewan, Canada on March 12, 2025, with an effective date and report date of March 12, 2025, outlining a mineral resource in respect of the McIlvenna Bay Deposit estimated at 38.6 Mt grading 2.02% CuEq in the Indicated category and an additional 4.5 Mt grading 1.71% CuEq in the Inferred category. Investors are encouraged to consult the full text of the 2025 Technical Report which is available on SEDAR+ at www.sedarplus.ca under the Company’s profile.