Foran Mining Corp. (TSX-V: FOM) (OTCQX: FMCXF) is pleased to announce the completion of the strategic C$100 million private placement by certain entities controlled by Fairfax Financing Holdings Limited.
The Financing consisted of the following:
The Common Shares, Non-Voting Shares and Warrants issued in connection with the Financing and the Common Shares underlying the Warrants are subject to a statutory hold period of four months plus one day from the date of the closing of the Financing, in accordance with applicable securities legislation.
Foran is very pleased to welcome such a highly respected and supportive shareholder in Fairfax to its shareholder registry as its largest investor. This unique transaction establishes a strategic partnership focused on building Canada’s first carbon neutral copper company, with the Company’s strong proforma cash balance of approximately C$120 million, positioning Foran well to execute on its business plan and accelerate development of the McIlvenna Bay Project.
The net proceeds of the Financing will be used to rapidly advance the development of the McIlvenna Bay Project and centralized mill for the Hanson Lake District as well as further exploration on the Company’s substantial land holdings, enable further investment in key technological and operational research and equipment, and for general corporate purposes.
Dan Myerson, Executive Chairman of Foran commented: “We are very grateful to have gained a world-class cornerstone investor in Fairfax. We appreciate their strong support and profound vote of confidence as we look to create exponential value for all stakeholders as we pursue our vision to enable a greener future and build Canada’s first carbon neutral copper mine in the emerging and prolific Hanson Lake District. This investment and partnership is a defining moment for Foran and one that will shape our future for many decades to come, elevating us onto the world-stage.“
At the Company’s Annual General and Special Meeting held on August 4, 2021 shareholders overwhelmingly voted in favour of all matters brought before them, including the creation of Fairfax as a control person as well as the creation of a new class of non-voting shares as related to the Financing.
The following voting results are based on the total number of votes that were cast at the 2021 AGSM, rather than the issued and outstanding shares as previously announced:
|Appointment of Auditors||For||Withheld||Outcome|
|Appoint Smythe LLP, Chartered Professional Accountants as
auditors of the Company and to fix their remuneration
|72,078,947 (99.9%)||10,000 (0.1%)||Carried|
|Number of Directors||For||Against||Outcome|
|Set the number of directors at five||58,689,152 (99.9%)||4,191 (0.1%)||Carried|
|Election of Directors||For||Withheld||Outcome|
|Elect the following nominees as directors of the Company|
|Darren Morcombe||58,599,543 (99.8%)||93,800 (0.2%)||Carried|
|Daniel Myerson||56,265,332 (95.9%)||2,425,261 (4.1%)||Carried|
|Maurice Tagami||52,860,391 (91.8%)||4,714,202 (8.2%)||Carried|
|David Petroff||56,193,707 (95.9%)||2,496,886 (4.1%)||Carried|
|Jean Rogers||58,669,168 (99.9%)||24,175 (0.1%)||Carried|
|Long Term Incentive Plan||For||Against||Outcome|
|Approve the Company’s Long Term Incentive Plan||58,560,727 (99.8%)||132,616 (0.2%)||Carried|
|New Control Person||For||Against||Outcome|
|Approve the creation of a new Control Person||58,652,468 (99.9%)||40,875 (0.1%)||Carried|
|New Class of Non-Voting Shares||For||Against||Outcome|
|Approve the amendment to the Articles to create a new class of non-voting shares||58,623,007 (99.9%)||70,336 (0.1%)||Carried|
The 2021 AGSM materials, together with the amended and restated articles of Foran, are available on SEDAR.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Fairfax Financial Holdings Limited
Fairfax is a holding company which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and the associated investment management.
About Foran Mining Corp.
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. Our goal is to build the first mine in Canada designed to be carbon neutral from day one of production. We are in the feasibility stage of development for our flagship McIlvenna Bay project in eastern Saskatchewan.
McIlvenna Bay is a copper-zinc-gold-silver rich VMS 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 from 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 VMS deposit in the region. The Company filed a NI 43-101 Technical Report for the PFS on the McIlvenna Bay Deposit on SEDAR on April 28, 2020. Foran’s copper-zinc VMS Bigstone Deposit is expected to serve as additional feed for the mill at McIlvenna Bay. The Company filed a NI 43-101 Technical Report for the Bigstone Deposit’s first resource estimate on January 21, 2021.
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We acknowledge the [financial] support of the Government of Canada.