Foran Announces Proposed $350 Million Non-Brokered Private Placement and Provides Project and Government Funding Update

Vancouver, BC (May 13, 2025) – Foran Mining Corporation (TSX: FOM) (OTCQX: FMCXF) (“Foran” or the “Company”) is pleased to announce a proposed non-brokered private placement (the “Private Placement” or “Offering”) of common shares of the Company (“Common Shares”) for gross proceeds of $350 million. The Company is also providing a capital cost update for development of Phase 1 production at its 100%-owned McIlvenna Bay Project (“McIlvenna Bay” or “the Project”).

Dan Myerson, Executive Chairman & CEO of Foran, commented: “Advancing a scalable project like McIlvenna Bay takes tenacity, adaptability, and a long-term view. We’re committed to making decisions that create lasting value – prioritizing smart capital allocation, steady execution, and building the foundation for a scalable, multi-generational operation in a world-class district and jurisdiction. Every step forward brings us closer to that vision, and the proposed financing announced today will mark another key milestone.

The proposed Private Placement reflects Foran’s ongoing commitment to balance sheet management, while supporting high-impact exploration and maintaining operational flexibility through construction and ramp-up. Importantly, the additional liquidity will provide the Company with enhanced flexibility to manage timing associated with the implementation of Federal funding initiatives, including the Clean Technology Manufacturing Investment Tax Credit (“CTM-ITC”), for which relevant legislative changes are expected to advance following the recent Canadian federal election. Once enacted, the CTM-ITC is anticipated to further strengthen Foran’s funding profile. We are grateful for the continued support of our shareholders and partners, and we look forward to delivering Canada’s next copper mine.”

Mathieu Gignac, President of G Mining Services, commented: “This update highlights the most important takeaway: McIlvenna Bay remains on schedule for commercial production, backed by strong execution certainty driven by the progress achieved to date. With engineering and procurement substantially complete, construction fully mobilized, and 32% finished despite the challenges of the toughest construction season, we now have a clear line of sight on costs and major project scopes. The team’s commitment ensures continued momentum as McIlvenna Bay enters its next phase of construction, maintaining a sharp focus on safe, efficient, and timely execution – laying the groundwork for a high-performing operation.”

Non-Brokered Private Placement

The Private Placement is expected to consist of the issuance of Common Shares for gross proceeds of up to $350 million. The Company is in advanced discussions with a limited number of investors and has received indications covering the full amount of the Offering. Foran’s Executive Chairman & Chief Executive Officer Dan Myerson is also expected to participate in the Private Placement. The Company expects to disclose the final terms of the Offering once they are settled. The Offering will be subject to receipt of necessary approvals, including approval of the Toronto Stock Exchange (“TSX”).

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

There can be no guarantee that the Offering will be completed on the terms outlined above, or at all. The completion of any offering will be subject to further closing conditions, including compliance with all applicable TSX policies or requirements.

The securities to be issued pursuant to the Offering, if any, 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.

Initial Capital Cost Update

Over the last quarter and following the completion of the Company’s 2025 Technical Report (defined below), Foran and its integrated project management team led by G-Mining Services Inc. (“GMS”) jointly undertook an extensive capital review to refine project-level cost estimates. This effort incorporated lessons learned and operational insights gained during the early phases of construction, which were executed under challenging winter conditions. During Q1 2025, Foran advanced key construction activities, achieving 32% overall project completion (see April 30, 2025 news release). As construction progresses, the updated estimate and execution plan reflect a more informed, optimized approach to capital deployment and project delivery.

Commercial production at McIlvenna Bay is targeted for mid-2026, with work advancing across all major areas of the project. As part of the aforementioned review, GMS and the Company have jointly made refinements to capital cost estimates in consideration of several factors, including but not limited to structural steel fabrication and delivery delays which affected the winter works schedule and overall productivities, non-recoverable taxes, additional allowances for underground development, extended contractor hours required to complete expanded scopes of work, accelerated commissioning resulting in lower pre-commercial production revenues, and contingencies related to U.S. tariffs.

The Company and GMS view the revised capital budget as more reflective of the current environment and it is informed by knowledge gained over the course the construction to-date and detailed engineering, all of which is expected to reduce overall risk to the remaining construction schedule.

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