VANCOUVER, BC, Oct. 24,
2022 /CNW/ - Foran Mining Corporation
(TSXV: FOM) (OTCQX:
FMCXF) ("Foran" or the "Company") is pleased to
announce that certain entities controlled by Fairfax Financial
Holdings Limited (collectively, "Fairfax") have exercised its
Warrants (as defined below) in advance of the expiration date. As
part of a C$100 million private
placement (the "Private Placement"), completed on August 6, 2021, Fairfax acquired 27,777,778
common shares of the Company (the "Common Shares"), 27,777,778
non-voting shares of the Company (the "Non-Voting Shares and
together with the Common Shares, the "Shares") and 16,000,000
warrants of the Company (the "Warrants"). Each Warrant entitled
Fairfax to purchase one (1) Common Share at an exercise price of
C$2.09 for a period of five (5) years
from the date of issuance. Fairfax has elected to exercise all of
their Warrants, resulting in gross proceeds to the Company of
C$33,440,000.
Dan Myerson, Foran's Executive
Chairman & CEO, commented "As Foran continues on our path
towards carbon neutral critical metal production, it is essential
to have supportive and encouraging partners, who share the same
vision and can meaningfully enable the execution of this shared
vision. Recent market volatility has created opportunities for
procurement and attracting the best and brightest talent, all of
which can only be realized with the nimbleness of a hungry owners'
team and through the certainty of funding. We are very grateful for
the continued support of our largest shareholder in Fairfax and
could not be prouder to be their partner. Foran continues to
de-risk McIlvenna Bay, a hearty multi-decade
copper-gold-silver-zinc asset with low capital intensity in a world
class jurisdiction, explore and demonstrate the value of our
additional deposits, all while delivering on our Net Positive
Business strategy to deliver critical resources to support global
decarbonization in a responsible and social-empowering
way."
Immediately prior to the exercise of the Warrants, Fairfax
beneficially owned 27,777,778 Common Shares, representing 13.1% of
the Common Shares, and 27,777,778 Non-Voting Shares representing
100% of the Non-Voting Shares and, together with the Common Shares
owned by Fairfax, 23.1% of the issued and outstanding Shares. As a
result of the exercise of the Warrants, Fairfax beneficially owns
43,777,778 Common Shares, representing 19.2% of the Common Shares,
and 27,777,778 Non-Voting Shares, representing 100% of the
Non-Voting Shares and, together with the Common Shares owned by
Fairfax, 27.9% of the issued and outstanding Shares.
This press release and Fairfax's corresponding early warning
report (the "Early Warning Report") which is expected to be filed
on SEDAR in the near term, constitutes the required disclosure
pursuant to section 5.2 of National Instrument 62-104 Take-Over
Bids and Issuer Bids ("NI 62-104"). The requirement to file an
early warning report was triggered because the exercise of the
Warrants increased Fairfax's beneficial ownership of the Common
Shares by greater than 2% as compared to the early warning report
filed by Fairfax pertaining to the Private Placement. The Common
Shares acquired in connection with the exercise of the Warrants are
being acquired by Fairfax for investment purposes and in the
future, it may discuss with management and/or the board of
directors of the Company any of the transactions listed in clauses
(a) to (k) of item 5 of Form F1 of National Instrument 62-103 – The
Early Warning System and Related Take-over Bid and Insider
Reporting Issues and it may further purchase, hold, vote, trade,
dispose or otherwise deal in the securities of the Company, in such
manner as it deems advisable to benefit from changes in market
prices of the Company's securities, publicly disclosed changes in
the operations of the Company, its business strategy or prospects
or from a material transaction of the Company, and it will also
consider the availability of funds, evaluation of alternative
investments and other factors.
The Early Warning Report that will be filed on SEDAR in respect
of the Warrant exercise will satisfy the requirement of section 5.2
of NI 62-104 to have the Early Warning Report filed by an acquiror,
in this case by Fairfax, with the securities regulatory authorities
in each of the jurisdictions in which the Company is a reporting
issuer and which contains the information with respect to the
foregoing matters and the information required by section 3.1 of
National Instrument 62-103 - The Early Warning System and
Related Take-Over Bid and Insider Reporting Issues, which
includes the information required by Form 62-103F1 - Required
Disclosure under the Early Warning Requirements.
A copy of the Early Warning Report filed by Fairfax in
connection with the Warrant exercise will be available under the
Company's profile on the SEDAR website at www.sedar.com or may
be obtained directly from Fairfax upon request at the telephone
number below.
The Company's head office is located at 409 Granville Street,
Suite 904, Vancouver, BC,
Canada, V6C 1T2, and the Common
Shares are listed for trading on the TSXV under the symbol
"FOM".
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
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. The Company also owns the Bigstone project, a
resource-development stage deposit located 25km southwest of its
McIlvenna Bay project.
McIlvenna Bay 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. McIlvenna
Bay sits just 65km 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 225km.
McIlvenna Bay is the largest undeveloped VHMS deposit in the
region. The Company announced the results from its Feasibility
Study 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 a NI 43-101 Technical Report
for the McIlvenna Bay Feasibility Study on April 14, 2022. The Company filed a NI 43-101
Technical Report for the Bigstone Deposit resource estimate on
February 11, 2022. Investors are
encouraged to consult the full text of these technical reports
which may be found on the Company's profile on www.sedar.com.
Foran trades on the TSX.V under the symbol "FOM" and on the
OTCQX under the symbol "FMCXF".
About Fairfax Financial Holdings
Limited
Fairfax Financial Holdings Limited is a corporation continued
under the Canada Business Corporations Act and is a holding
company which, through its subsidiaries, is primarily engaged in
property and casualty insurance and reinsurance and the associated
investment management.
Forward Looking
Statements
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This news release contains certain forward-looking information
and forward-looking statements, as defined under applicable
securities laws (collectively referred to herein as
"forward-looking statements"). These statements relate to future
events or to the future performance of Foran Mining Corporation
(the "Company") and reflect management's expectations and
assumptions as of the date hereof or as of the date of such forward
looking statement.
All statements other than statements of historical fact are
forward-looking statements. Often, but not always, forward-looking
statements can be identified by the use of words such as "plans",
"expects", "is expected", "budget", "scheduled", "estimates",
"continues", "forecasts", "projects", "predicts", "potentially",
"intends", "likely", "anticipates" or "believes", or variations of,
or the negatives of, such words and phrases, or state that certain
actions, events or results "may", "could", "would", "should",
"might" or "will" be taken, occur or be achieved. Forward-looking
statements involve known and unknown risks, uncertainties and other
factors that may cause actual results to differ materially from
those anticipated in such forward-looking statements. The
forward-looking statements in this news release speak only as of
the date of this news release or as of the date specified in such
statement.
Inherent in forward-looking statements are known and unknown
risks, estimates, assumptions, uncertainties and other factors that
may cause the actual results, performance or achievements of the
Company to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements contained in this news release. These
factors include management's belief or expectations relating to the
following and, in certain cases, management's response with regard
to the following: The long-term investment horizon of shareholders;
The growth of the Company from developer to producer; The certainty
of funding; The future of the Company; The continued support of
Fairfax; De-risking McIlvenna Bay; Delivering on the Company's Net
Positive Business strategy; The use of proceeds resulting from
Fairfax's exercise of the Warrants; Ownership and reliance on the
Company's mineral projects; The Company's history of losses and
potential inability to generate sufficient revenue to be profitable
or to generate positive cash flow on a sustained basis; The
Company's statements about the expected life of mine, productive
capacity and other technical estimates on its projects, and the
Company's reliance on technical experts with respect thereto; The
Company's exposure to risks related to mineral resources
exploration and development; Impact of the COVID-19 Pandemic,
Infectious Diseases and Other Health Crises on the Company; Global
financial volatility and its impact on the Company; The impact of
the Russia-Ukraine conflict; Government, securities, and
stock exchange regulation and policy; Legal proceedings which may
have a material adverse impact on the Company's operations and
financial condition; Capital market conditions and their effect on
the securities of the Company; Insurance and uninsurable risks;
Environmental, health and safety regulation and policy; Mining
hazards and risks; Title rights to the Company's projects;
Indigenous peoples' title and other legal claims; Mineral resource
and mineral reserve estimates; Uncertainties and risks relating to
the Feasibility Studies; Fluctuations in commodity prices,
including metals; Competition; Expertise and proficiency of
management; Limited operating history; The availability of future
financing; Dilutive effects; Impacts of global climate change and
natural disasters; Inadequate infrastructure; Relationships with
local communities; Reputational damage; Risks arising from the
Company's reliance on financial instruments; Risks arising from
future acquisitions; Management conflicts of interest; Security
breaches of the Company's information systems; and the additional
risks identified in our Annual Information Form dated June 8, 2022 and other securities filings with
Canadian securities regulators available at www.sedar.com.
The forward-looking statements contained in this news release
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. 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. Readers
are cautioned against undue reliance on forward-looking statements
and should note that the assumptions and risk factors discussed
above do not contain an exhaustive list of the factors or
assumptions that may affect the forward-looking statements, and
that the assumptions underlying such statements may prove to be
incorrect. Actual results and developments are likely to differ,
and may differ materially, from those expressed or implied by the
forward-looking statements contained in the Company's securities
filings and this news release. All forward-looking statements
herein are qualified by this cautionary statement. The Company
undertakes no obligation to update publicly or otherwise revise any
forward-looking statements whether as a result of new information
or future events or otherwise, except as may be required by
law.
SOURCE Foran Mining Corporation