Foran Mining Corporation

Foran Mining Corporation

December 22, 2014 22:00 ET

Foran Announces Closing Non-Brokered Flow-Through Financing for Proceeds of $1.6M

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 22, 2014) - Foran Mining Corporation (TSX VENTURE:FOM) ("Foran" or the "Company") is pleased to announce that it has closed the previously announced non-brokered private placement (the "Placement"; see the Foran news release dated December 12, 2014). The Placement was fully allocated and the Company raised proceeds of $1,600,000, which consisted 6,400,000 common shares in the capital stock of the Company (the "Shares") at a price of $0.25 per Share.

The proceeds of the Placement will be used to fund the exploration and development of the Company's projects in east-central Saskatchewan.

Each Share was issued on a flow-through basis in connection with which Foran will incur and renounce Canadian Exploration Expenses ("CEE")(within the meaning of the Income Tax Act (Canada)). The gross proceeds of the Placement will be used for CEE. The Company will use its best effort to ensure that such CEE qualify as a "flow-through mining expenditure" for the purposes of the Income Tax Act (Canada), related to the exploration of the Company's landholdings in east-central Saskatchewan. The Company will renounce such CEE with an effective date of no later than December 31, 2014 for Canadian exploration expenses prior to December 31, 2015.

A total of 100,000 Shares, representing gross proceeds of $25,000, were acquired by Directors and Officers of Foran, including Shares acquired by persons for accounts over which directors and/or officers of Foran have direction and control (the "Insider Purchases"). The Insider Purchases constituted a 'related party transaction' under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Placement was approved by all of the non-interested directors of the Company; the interested directors (and officers) abstained from approval of this matter. The Insider Purchases are exempt from the valuation and minority approval requirements of MI 61-101 on the basis that no securities of the Company are listed or quoted on any specified markets, namely the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS market operated by PLUS Markets Group plc, and at the time the Placement was agreed to, neither the fair market value of the Shares nor the consideration to be received for those Shares, insofar as the Placement involved interested parties, exceeded $2,500,000.

All securities issued pursuant to the Placement are subject to a statutory four month and one day hold period from the date of closing of the Placement. On closing of the Placement finders received fees totaling $106,750.

Filing of Technical Report

Foran has filed a National Instrument 43-101 ("NI 43-101") technical report (the "Report") entitled "Preliminary Economic Assessment Technical Report McIlvenna Bay Project, Saskatchewan, Canada" in support of a Preliminary Economic Assessment ("PEA") of the McIlvenna Bay deposit (see the Foran news release dated Nov. 12, 2014). The effective date of the Report is November 12, 2014. The Report has been filed on SEDAR and is also available on the Company's website at

Highlights of the Report include:

  • Estimated pre-tax NPV7% of $382M ($263M after-tax) & 22% IRR (19% after-tax)
  • The PEA contemplates a 5,000 tonne per day underground mine and concentrator with a 14 year mine life; estimated costs and design are in-line with existing mining operations in the region
  • The McIlvenna Bay deposit is open to depth, with potential to increase mine life
  • Pre-Production CapEx of $249M & sustaining capital of $150M (including a 20% contingency)
  • Average annual production of 58.9 Mlbs of payable zinc, 37.6 Mlbs of payable copper, 16,000 ounces of payable gold and 398,000 ounces of payable silver at a cash cost of production (net of by-product credits) of $(0.37) per pound of zinc, or $0.84 per pound of copper
  • For the purposes of the PEA, zinc and copper concentrates are not assumed to be transported to the nearest smelters, but to a North American smelter for zinc and an Asian smelter for copper

See below for important disclosures.

The Report was compiled by Mr. Mike Makarenko of JDS Energy and Mining Inc., Mr. Darren Kennard and Mr. John Hull of Golder Associates Ltd., Mr. Matt Bender of Samuel Engineering Inc., Mr. David Rennie of RPA Inc., Mr. Leslie Correia of Patterson and Cooke and Mr. Ken Major of KWM Consulting Inc.

The PEA is considered preliminary in nature and includes mineral resources, including inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. Mineral resources that are not mineral reserves have not yet demonstrated economic viability. Due to the uncertainty that may be attached to mineral resources, it cannot be assumed that all or any part of a mineral resource will be upgraded to mineral reserves. Therefore, there is no certainty that the results concluded in the PEA will be realized.

About Foran Mining

Foran is a diversified exploration and development company with projects in the Flin Flon Mining Belt. The Company's flagship McIlvenna Bay deposit, located in east-central Saskatchewan, 65 kilometres west of Flin Flon, Manitoba, is one of the largest undeveloped volcanogenic massive sulphide deposits in Canada.

On November 12, 2014, Foran announced a positive PEA for the McIlvenna Bay deposit, with an estimated pre-tax NPV7 of $382M ($263M after-tax) & 22% IRR (19% after-tax). See above for important disclosures with respect to the McIlvenna Bay deposit PEA.

Roger March, VP Project Exploration for Foran and a Qualified Person within the meaning of National Instrument 43-101, has reviewed and approved the technical information in this release.

As at September 30, 2014, the Company had a treasury of $3.36 million in cash and cash equivalents.

Foran trades on the TSX.V under the symbol "FOM".

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Forward Looking Statements

This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, Foran's objectives, goals or future plans, statements regarding the estimation of mineral resources, exploration results, potential mineralization, exploration and mine development plans, timing of the commencement of operations and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, failure to complete the Offering, failure to convert estimated mineral resources to reserves, capital and operating costs varying significantly from estimates, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and the other risks involved in the mineral exploration and development industry, and those risks set out in Foran's public documents filed on SEDAR. Although Foran believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Foran disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

Contact Information

  • Foran Mining Corporation
    Patrick Soares
    President & CEO
    409 Granville Street, Suite 904
    Vancouver, BC, Canada, V6C 1T2

    Foran Mining Corporation
    Fiona Childe
    VP, Corporate Development
    120 Adelaide Street West, Suite 2500
    Toronto, ON, Canada, M5H 1T1