Foran Mining Corp, a Vancouver-based copper-zinc-gold-silver exploration and development company, has agreed to receive C$100 million in a private placement. The investor is Fairfax Financial Holdings. The proceeds of the deal will support development of the McIlvenna Bay project in Saskatchewan, where Foran is building a carbon-neutral copper mine.
Foran Mining Announces Creation of a Global Carbon Neutral Mining Company and Strategic C$100 Million Private Placement to Fairfax
VANCOUVER, BC, May 25, 2021 /CNW/ – Foran Mining Corp. (TSXV: FOM) (OTCQX: FMCXF) (“Foran” or the “Company”) is pleased to announce that it has entered into a letter agreement pursuant to which Fairfax Financial Holdings Limited, through certain of its subsidiaries (collectively, “Fairfax”), will make a strategic CAD$100 million investment in the Company in exchange for the issuance by the Company of common shares, non-voting common shares, and warrants.
Fairfax has agreed to subscribe, on a private placement basis, for CAD$100 million in equity securities of Foran in two tranches (collectively, the “Financing”):
Tranche 1 – CAD$50 million gross proceeds, comprised of 27,777,778 voting common shares (the “Common Shares”) at a price of CAD$1.80 per Common Share, along with warrants to purchase an aggregate of 8,000,000 million Common Shares (the “Warrants”). The Warrants have an exercise price of CAD$2.09 per Common Share and an exercise period of five years.
Tranche 2 – CAD$50 million gross proceeds, comprised of 27,777,778 non-voting common shares (the “Non-Voting Shares”) at CAD$1.80 per Non-Voting Share, along with 8,000,000 Warrants.
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 in the Hanson Lake district, enable further investment in key technological and operational research and equipment, and general corporate purposes.
Foran believes the investment by Fairfax represents a significant endorsement of Foran’s business model, the quality of its 100% owned McIlvenna Bay deposit and its wider Hanson Lake District, and its vision to build the world’s first carbon neutral copper mine. This transaction greatly de-risks the business financially and is expected to bring a multitude of substantive synergies and benefits to Foran shareholders. Foran’s resulting cash position of approximately CAD$120M and strategic partnership with Fairfax will enable significantly accelerated development of the McIlvenna Bay project and its phase 1 centralized mill at the profound and prospective Hanson Lake district. Foran believes that Fairfax, like Foran, values integrity, honesty, doing meaningful work in an energetic way, and is proud to partner with Fairfax in addressing the need for carbon neutral materials extraction, and to grow Fairfax’s investment in a meaningful, responsible, and disciplined manner.
Foran will continue to focus efforts on arranging the remaining debt component of its project financing, which efforts will be strengthened and supported by new access to Fairfax’s global network of business partners. Foran will also continue working with its established banking partners with a focus on exploring potential ESG financial products that could enhance overall economics and investment returns for all stakeholders.
Prem Watsa, Chairman and Chief Executive Officer of Fairfax, said: “Fairfax is delighted to partner with Foran and to support its management team, led by Dan Myerson, in the creation of the world’s first carbon neutral copper company. We are excited to invest alongside Pierre Lassonde and Darren Morcombe in a company with an excellent base of assets and a solid strategic plan for development, which we think represents an excellent opportunity for long-term growth and value-creation.”
Pierre Lassonde, a key investor in Foran, also commented: “I cannot think of a better partner for any business than Prem and his Fairfax group. This is a wonderful development for Foran which is rewriting the textbook on how to create value in mining. We look forward to building this new age copper company together.”
Dan Myerson, Executive Chairman of Foran said, “This investment and partnership is a pivotal moment in our company’s short history and one that will shape our future for many years and decades to come, elevating us onto the world-stage. We are honored for this profound vote of confidence, in our vision and strategy, the Foran team, our stakeholders and the province of Saskatchewan and country of Canada.
About the Investment
Closing of the Financing is subject to the receipt of TSX Venture Exchange approval, the settlement of mutually agreeable definitive documentation (including the terms and conditions of the Non-Voting Shares), the receipt of all necessary Foran shareholder approvals, and other customary closing conditions. Further announcements will be made regarding details of the development of the mine at the McIlvenna Bay deposit and the expected closing date of each tranche of the Financing. Fairfax will not receive the right to appoint any members of the board of directors of Foran.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.
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, and we are planning 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 trades on the TSX.V under the symbol “FOM”, and on the OTCQX under the symbol “FMCXF”.
For further information: Please Contact Foran Mining Corporation: Dan Myerson, Executive Chairman, 409 Granville Street, Suite 904, Vancouver, BC, Canada, V6C 1T2, email@example.com