Foran Announces Pricing of $350M Non-Brokered Private Placement

May 14, 2025

Vancouver, BC (May 14, 2025) – Foran Mining Corporation (TSX: FOM) (OTCQX: FMCXF) (“Foran” or the “Company”) is pleased to announce pricing of the previously announced non-brokered private placement (the “Private Placement” or “Offering”) of common shares of the Company (“Common Shares”) for gross proceeds of $350 million (see Foran press release dated May 13, 2025).

The Private Placement will consist of the issuance of 116,666,667 Common Shares at a price of $3.00 per Common Share for gross proceeds of $350 million. The Private Placement will consist of a subscription for approximately $156 million from Canada Growth Fund Inc. (“CGF”), approximately $90 million from Agnico Eagle Mines Limited (“Agnico Eagle”), approximately $75 million from certain affiliates of Fairfax Financial Holdings Limited, and approximately $28 million from a significant institutional equity investor. As part of the Private Placement, Foran’s Executive Chairman & Chief Executive Officer Dan Myerson will subscribe for approximately $1 million of the Offering.

The net proceeds from the Offering will be used to complete construction at McIlvenna Bay, as well as for advancing exploration at near-mine and regional targets.

Yannick Beaudoin, President and CEO of Canada Growth Fund Investment Management Inc., commented: “Canada has a strategic advantage in critical minerals and CGF is committed to building strong supply chains for these minerals, from extraction to end-use. CGF is pleased to participate in this investment alongside top-tier investors and mining operators who share CGF’s ambition to better leverage Canada’s abundance of natural resources and improve Canada’s competitiveness.”

Dan Myerson, Executive Chairman & CEO of Foran, commented: “This financing marks another key milestone towards realizing our vision for the McIlvenna Bay project. Fairfax and Agnico Eagle are existing shareholders and we are proud and grateful to welcome Canada Growth Fund as a new strategic shareholder of Foran.”

The Private Placement will result in the issuance of a number of common shares that exceeds 25% of the Company’s currently issued and outstanding common shares, and as such, is subject to shareholder approval in accordance with the rules of the Toronto Stock Exchange (“TSX”). As a result, the Offering is expected to be completed in two tranches, with the first tranche of approximately $296 million expected to close on or about May 28, 2025. Closing of the first tranche is subject to customary conditions, including but not limited to the conditional approval of the TSX.

In order to complete the second tranche of the Offering of approximately $54 million, the Company will be calling a special meeting of shareholders as soon as practicable to seek approval for the issuance of such shares. Closing of the second tranche will occur as soon as practicable following shareholder approval.

In connection with the Offering, the Company has agreed to enter into an investor rights agreement with CGF on the closing of the first tranche, which will contain customary terms for a transaction of this nature. The Company will also enter into an amended and restated investor rights agreement with Agnico Eagle in conjunction with closing of the first tranche of the Offering.

The securities to be issued pursuant to the Offering will be subject to a four-month plus one day hold period commencing on the day of the closing of the Offering under applicable Canadian securities laws. The securities being offered have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

For Additional Information & Media Enquiries:

Foran:

Jonathan French, CFA

VP, Capital Markets & External Affairs

409 Granville Street, Suite 904

Vancouver, BC, Canada, V6C 1T2

ir@foranmining.com

+1 (604) 488-0008

About Foran Mining

Foran Mining is a copper-zinc-gold-silver exploration and development company, committed to supporting a greener future and, empowering communities while creating value for our stakeholders. The McIlvenna Bay project is located entirely within the documented traditional territory of the Peter Ballantyne Cree Nation, comprises the infrastructure and works related to development activities of the Company, and hosts the McIlvenna Bay Deposit and Tesla Zone. The Company also owns the Bigstone Deposit, a resource-development stage deposit located 25 km southwest of the McIlvenna Bay Property.

The McIlvenna Bay Deposit 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. The McIlvenna Bay Property sits just 65 km 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 225 km.

The McIlvenna Bay Deposit is the largest undeveloped VHMS deposit in the region. The Company filed its NI 43-101 compliant 2025 Technical Report on the McIlvenna Bay Project, Saskatchewan, Canada (the “2025 Technical Report”) on March 12, 2025, with an effective date and report date of March 12, 2025, outlining a mineral resource in respect of the McIlvenna Bay Deposit estimated at 38.6 Mt grading 2.02% CuEq in the Indicated category and an additional 4.5 Mt grading 1.71% CuEq in the Inferred category. Investors are encouraged to consult the full text of the 2025 Technical Report which is available on SEDAR+ at www.sedarplus.ca under the Company’s profile.

The Company’s head office is located at 409 Granville Street, Suite 904, Vancouver, BC, Canada, V6C 1T2. Common Shares of the Company are listed for trading on the TSX under the symbol “FOM” and on the OTCQX under the symbol “FMCXF”.

About Canada Growth Fund

CGF is a $15 billion arm’s length public investment vehicle that helps attract private capital to build Canada’s clean economy by using investment instruments that absorb certain risks, in order to encourage private investment in efficient low carbon projects, technologies, businesses, and supply chains. Further information on CGF’s mandate, strategic objectives, investment selection criteria, scope of investment activities, and range of investment instruments can be found on www.cgf-fcc.ca.

For CGF’s Media relations, contact mediacgf@cgf-fcc.ca

About Canada Growth Fund Investment Management

In Budget 2023, the Government of Canada announced that PSP Investments, through a wholly-owned subsidiary, would act as the asset manager for CGF. CGFIM has been incorporated to act as the independent and exclusive asset manager for CGF.

 

NT4