/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Feb. 2, 2021
/CNW/ - Foran Mining Corporation (TSXV: FOM)
("Foran" or the "Company") is pleased to announce the
closing of its previously announced marketed best efforts private
placement, which was upsized from C$20.0
million to C$25.0 million,
(the "Offering") due to significant demand which resulted in
the initial Offering being four times over-subscribed.
Dan Myerson, Executive
Chairman of Foran commented,
"We are very grateful to our investors for their strong
support and look forward to creating exponential value for all
stakeholders as we pursue our vision to enable a greener future and
build the world's first zero carbon copper mine on the back of our
exceptionally mineral-rich deposits and camp, in the emerging
Hanson Lake mining district.
The upsized financing will enable us to accelerate our
exploration work at our neighboring deposits, and demonstrate the
increased economic potential of our camp. Thank you again to our
supportive investors, we look forward to the amazing journey ahead
together."
The Offering was comprised of (i) 11,539,000 common shares (the
"Shares") at a price of C$0.65
per Share (the "Offering Price") for gross proceeds of
C$7.5 million; and (ii) 19,126,000
flow-through common shares (the "Flow-Through Shares") at a
price of C$0.915 per Flow-Through
Share (the "Flow-Through Offering Price") for gross proceeds
of C$17.5 million. The Offering is
subject to the final approval of the TSX Venture Exchange.
The Offering was led by PI Financial Corp. as sole bookrunner
(the "Bookrunner"), and Eight Capital and BMO Capital
Markets (collectively the "Co-Lead Agents"), together with
Canaccord Genuity Corp. and Stifel Nicolaus Canada Inc.
(collectively, the "Agents").
The Company paid a cash commission of 6.0% of the gross proceeds
of the Offering, other than in respect of certain purchasers on a
President's List.
The gross proceeds from the sale of Flow-Through Shares will be
used by the Company to incur eligible "Canadian exploration
expenses" that will qualify as "flow-through mining expenditures"
as such terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures")
related to the Company's projects in Canada. All Qualifying Expenditures will be
renounced in favour of the subscribers of the Flow-Through Shares
effective on or before December 31,
2021. The net proceeds from the sale of the Shares will be
used by the Company for work towards completing a definitive
feasibility study, working capital and general corporate
purposes.
In connection with the Offering, Pierre
Lassonde, who prior to the closing of the Offering held
beneficial control over more than 10% of the issued and outstanding
common shares of the Company (the "Insider") has acquired
547,000 Flow-Through Shares. This issuance of Flow-Through Shares
to the Insider is considered a "related party transaction" as such
term is defined under Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The Company is relying on
exemptions from the formal valuation and minority shareholder
approval requirements provided under MI 61-101 on the basis that
participation in the Offering by the Insider does not exceed 25% of
the fair market value of the Company's market capitalization.
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 Foran Mining Corporation
Foran Mining is a copper-zinc-gold-silver exploration
and development company, and we are committed to supporting a
greener future and creating maximum value for all stakeholders –
creating safe jobs, supporting local communities as well as both
preserving and enhancing the environment. Our goal is to build the
first mine in Canada designed to
be carbon neutral from day one. 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 center
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.
Foran trades on the TSX.V under the symbol "FOM".
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This news release contains "forward-looking information" (also
referred to as "forward looking statements"), which relate to
future events or future performance and reflect management's
current expectations and assumptions. Often, but not always,
forward-looking statements can be identified by the use of words
such as "plans", "hopes", "expects", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates", or
"believes" or variations (including negative variations) of such
words and phrases, or state that certain actions, events or results
"may", "could", "would", "might" or "will" be taken, occur or be
achieved. Such forward-looking statements reflect management's
current beliefs and are based on assumptions made by and
information currently available to the Company. All statements,
other than statements of historical fact, are forward-looking
statements or information. Forward-looking statements or
information in this news release relate to, among other things:
complete the feasibility study in a timely manner, and the
anticipated capital and operating costs, sustaining costs, net
present value, internal rate of return, payback period, process
capacity, average annual metal production, average process
recoveries, anticipated mining and processing methods, proposed PFS
production schedule and metal production profile, anticipated
construction period, anticipated mine life, expected recoveries and
grades, anticipated production rates, infrastructure, social and
environmental impact studies, future financial or operating
performance of the Company, subsidiaries and its projects,
estimation of mineral resources, exploration results, opportunities
for exploration, development and expansion of the McIlvenna Bay
Project, its potential mineralization, the future price of metals,
the realization of mineral reserve estimates, costs and timing of
future exploration, the timing of the development of new deposits,
requirements for additional capital, foreign exchange risk,
government regulation of mining and exploration operations,
environmental risks, reclamation expenses, title disputes or
claims, insurance coverage and regulatory matters. In addition,
these statements involve assumptions made with regard to the
Company's ability to develop the McIlvenna Bay Project and to
achieve the results outlined in the PFS, and the ability to raise
capital to fund construction and development of the McIlvenna Bay
Project.
These forward-looking statements and information reflect the
Company's current views with respect to future events and are
necessarily based upon a number of assumptions that, while
considered reasonable by the Company, are inherently subject to
significant operational, business, economic and regulatory
uncertainties and contingencies. These assumptions include: our
mineral reserve and resource estimates and the assumptions upon
which they are based, including geotechnical and metallurgical
characteristics of rock confirming to sampled results and
metallurgical performance; tonnage of ore to be mined and
processed; ore grades and recoveries; assumptions and discount
rates being appropriately applied to the PFS; success of the
Company's projects, including the McIlvenna Bay Project; prices for
zinc, copper, gold and silver remaining as estimated; currency
exchange rates remaining as estimated; availability of funds for
the Company's projects; capital decommissioning and reclamation
estimates; mineral reserve and resource estimates and the
assumptions upon which they are based; prices for energy inputs,
labour, materials, supplies and services (including
transportation); no labour-related disruptions; no unplanned delays
or interruptions in scheduled construction and production; all
necessary permits, licenses and regulatory approvals are received
in a timely manner; and the ability to comply with environmental,
health and safety laws. The foregoing list of assumptions is not
exhaustive.
The Company cautions the reader that forward-looking statements
and information include known and unknown risks, uncertainties and
other factors that may cause actual results and developments to
differ materially from those expressed or implied by such
forward-looking statements or information contained in this news
release and the Company has made assumptions and estimates based on
or related to many of these factors. Such factors include, without
limitation: the projected and actual effects of the COVID-19
coronavirus on the factors relevant to the business of the
Corporation, including the effect on supply chains, labour market,
currency and commodity prices and global and Canadian capital
markets, fluctuations in zinc, copper, gold and silver prices;
fluctuations in prices for energy inputs, labour, materials,
supplies and services (including transportation); fluctuations in
currency markets (such as the Canadian dollar versus the U.S.
dollar); operational risks and hazards inherent with the business
of mining (including environmental accidents and hazards,
industrial accidents, equipment breakdown, unusual or unexpected
geological or structure formations, cave-ins, flooding and severe
weather); inadequate insurance, or the inability to obtain
insurance, to cover these risks and hazards; our ability to obtain
all necessary permits, licenses and regulatory approvals in a
timely manner; changes in laws, regulations and government
practices in Canada, including
environmental, export and import laws and regulations; legal
restrictions relating to mining; risks relating to expropriation;
increased competition in the mining industry for equipment and
qualified personnel; the availability of additional capital; title
matters and the additional risks identified in our filings with
Canadian securities regulators on SEDAR in Canada (available at www.sedar.com). Although
the Company has attempted to identify important factors that could
cause actual results to differ materially, there may be other
factors that cause results not to be as anticipated, estimated,
described or intended. Investors are cautioned against undue
reliance on forward-looking statements or information.
These forward-looking statements are made as of the date hereof
and, except as required by applicable securities regulations, the
Company does not intend, and does not assume any obligation, to
update the forward-looking information.
SOURCE Foran Mining Corporation