Foran Mining Corporation (TSX-V: FOM) is pleased to announce that it has completed the non-brokered private placement previously announced on November 9, 2020. The Company raised gross proceeds of CAD $1,000,000 by issuing 5,714,285 units at a price of CAD $0.175 per unit. Each Unit consisted of one common share of the Company and one common share purchase warrant with each warrant entitling the holder to acquire an additional common share of Foran at an exercise price of CAD $0.25 per share with an expiry of December 1, 2025.
Two insiders of the Company, Daniel Myerson and Darren Morcombe, subscribed for all 5,714,285 Units of the Financing. Mr. Myerson subscribed for 4,000,000 Units of the Company for gross proceeds of CAD $700,000. Mr. Morcombe subscribed for 1,714,285 Units of the Company for gross proceeds of CAD $300,000. The Insiders’ participation in the Financing will support advancement of the Company’s mineral projects. The issuance of Units to the Insiders pursuant to the Financing are considered related party transactions within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. Foran is relying on the exemptions from the formal valuation and minority approval in sections 5.5(b) and 5.7(b) of MI 61-101 in respect of the Company not listed on specific markets and the Financing’s fair market value, at the time the transaction was agreed to, not exceeding CAD $2,500,000, respectively.
Pursuant to the Financing, Mr. Morcombe owns greater than a 10% interest in the capital of the Company on both an undiluted and partially diluted basis. Prior to the Financing, Mr. Morcombe owned or controlled a total of 13,115,500 common shares, 250,000 warrants and 1,171,504 equity incentive securities of the Company. Mr. Morcombe’s holdings of the Company prior to closing of the Financing represented 9.37% of the Company’s issued and outstanding shares on an undiluted basis and 10.28% of the Company’s issued and outstanding shares on a partially diluted basis. As a result of the Financing, Mr. Morcombe now owns 14,829,785 common shares, 1,964,285 warrants, and 1,171,504 equity incentive securities of the Company. Mr. Morcombe’s holdings of the Company following the closing of the Financing has increased his interest to 10.18% of the Company’s issued and outstanding shares on an undiluted basis and 12.07% of the Company’s issued and outstanding shares on a partially diluted basis.
The Company wishes to make a correction in regards to its November 9, 2020 news release. On November 9, 2020, the Company announced that Mr. Morcombe had 3,845,084 equity incentive options and that his holdings prior to and following the Financing represented 11.95% and 13.62% of the Company’s issued and outstanding shares on a partially diluted basis, respectively. These figures were overstated and have been corrected in the above paragraph.
In satisfaction of the requirements of TSXV Policy 4.1 – Private Placements, TSXV Policy 5.9 – Protection of Minority Securityholders in Special Transactions, Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions, National Instrument 51-102 – Continuous Disclosure Obligations, National Instrument 62-104 – Take-Over Bids and Issuer Bids, and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, a material change report respecting the acquisition of securities by the related party transactions and an early warning report respecting Mr. Morcombe’s increased holdings of the Company’s capital structure has been filed under the Company’s SEDAR Profile at www.sedar.com.
The gross proceeds from the Financing will be used to advance Foran’s mineral projects in Saskatchewan, Canada. Closing of the Financing is subject to final approval of the TSX Venture Exchange and all securities issued in the Financing will be subject to a statutory hold period of four months and a day from the date of closing.
The Financing was completed for investment purposes. Depending on market and other conditions, the Insiders may from time to time in the future increase or decrease their ownership, control or direction over securities of the Company, through market transactions, private agreements, or otherwise.
About Foran Mining
Foran Mining is a zinc-copper exploration and development company with projects located along the Flin Flon Greenstone Belt. The McIlvenna Bay Project, Foran’s flagship asset located within the Hanson Lake District, 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. This prolific Metallogenic Belt is host to 29 past and present producing mines, including Hudbay Minerals Inc.’s 777 and Lalor operations. The Company released the results of the Pre-Feasibility Study (“PFS”) on March 12, 2020. Based on the PFS, the McIlvenna Bay Project is expected to yield a Base Case pre-tax, 7.5% net present value of $219 million and an internal rate of return of 23.4%, using assumed zinc, copper, gold and silver prices of US$1.26/lb, US$2.82/lb, US$1,312/oz and US$16.30/oz. The Company filed a NI-43-101 Technical Report for the PFS on the McIlvenna Bay Deposit on SEDAR on April 28, 2020.
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