FMCXF - Foran Announces Strategic Investments by Fairfax Financial Agnico Eagle and other Cornerstone Investors Formal Construction Decision for Phase 1 at McIlvenna Bay and Advances Planning for Phase 2 | Benzinga
Strategic Investment by Cornerstone Investors supports McIlvenna Bay's Development and Future Upside Opportunities
Project Finance Credit Facility to be Expanded to US$250 Million
Board of Directors Formally Approves Construction, led by G Mining Services, with Commercial Production Expected in H1 2026
Initial Tesla Exploration Target of 28-45Mt at 2.2-3.2% CuEq Highlights Future Exploration Potential
All amounts are in Canadian dollars unless stated otherwise
VANCOUVER, British Columbia, July 15, 2024 (GLOBE NEWSWIRE) -- Foran Mining Corporation (TSX:FOM) (OTCQX:FMCXF) ("Foran" or the "Company") is pleased to announce a series of brokered and non-brokered strategic investments for up to $315 Million, consisting of a brokered equity private placement for which the Company has received indications of interest from several of its existing shareholders, including Fairfax Financial Holdings Limited ("Fairfax"), and an equity private placement by Agnico Eagle Mines Limited ("Agnico Eagle"). The Company is also announcing that a term sheet has been signed with a fund managed by Sprott Resource Lending Corp. ("Sprott") to upsize its existing US$150 million senior secured project credit facility to US$250 million, which will be used to advance construction at the McIlvenna Bay Project.
The strategic investments underscore the strength of the Company's 100%-owned McIlvenna Bay Project in Saskatchewan (the "McIlvenna Bay Project" or the "Project"), and demonstrate robust, long-term shareholder backing. Support from the cornerstone investors emphasizes the quality and exploration potential at the Project.
In conjunction with the comprehensive financing package announced today, the Company's Board of Directors has made the formal decision to proceed with the construction of the McIlvenna Bay Project. In addition, the Company is providing an updated initial capital cost estimate for the Phase 1 plan, a project development update, and an initial target for further exploration at Tesla ("Exploration Target").
Key Highlights:
- $222 million brokered private placement, with participation indications received from various existing long-term shareholders, including Fairfax, underscoring continued strategic support and confidence in the McIlvenna Bay Project's development, highlighting the Project's potential and the Company's commitment to driving long-term shareholder value
- Concurrent strategic investment from Agnico Eagle will bring another cornerstone shareholder to the Company, with an expected 9.9% pro forma equity ownership on a basic voting basis
- Upsized credit facility to US$250 million from US$150 million with Sprott, will provide greater financial flexibility as the Company proceeds to full development of the McIlvenna Bay Project.
- Phase 1 capital budget expected to be eligible for Federal Investment Tax Credits, potentially leading to refundable investment tax credits of approximately $130-150 million
- Board of Directors made the formal construction decision, with initial production expected in Q4 2025 and commercial production expected in H1 2026
- Phase 1 Capital Cost estimated at US$604 million to commercial production, optimized and focused on initial phase production, while laying the groundwork for potential future Phase 2 expansion opportunities
- Phase 2 Expansion Planning - Foran is evaluating a phased expansion approach, leveraging recent exploration discoveries at the Tesla and Bridge Zones. The Company has initiated modeling and expedited the necessary fieldwork to assess the estimated growth potential identified in the Tesla Exploration Target
- Initial Exploration Target for further exploration at the Tesla Zone of 28-45 Mt at 0.9-1.3% Cu, 3.6-5.4% Zn, 22-34 g/t Ag and 0.2-0.3 g/t Au (2.2-3.2% CuEq). The Tesla Zone remains open in all directions, with ongoing summer drilling aimed at extending known mineralization. Concurrently, high-priority regional exploration targets are being tested, highlighting the growth potential of the Project
Dan Myerson, Foran's Executive Chairman & CEO, commented: "Foran is at an exciting inflection point in our journey towards critical mineral production, with the Board of Directors making the formal decision to proceed with the construction of the McIlvenna Bay Project. Continued support from our largest shareholder, Fairfax, highlights the unique nature of our generational project and the growing demand for new sources of copper, zinc, gold, and silver. Agnico Eagle is a partner of choice within the mining industry, recognized globally for its leading practices, and we are proud to have Agnico Eagle as a strategic investor. Partnering with G Mining Services as our integrated project management team represents the ultimate opportunity to ensure a successful build, leveraging their unparalleled expertise and proven track record in delivering projects on time and on budget, most recently at Lundin Gold's Fruta Del Norte project, Equinox's Greenstone project, and G Mining Ventures' Tocantinzinho project. Our collective work is focused on building for the future by scaling this world-class asset through evaluating our ongoing exploration success for upside project opportunities and leveraging the current commodity price environment all while focused on maximizing risk-adjusted value per share. In an era where permitted copper assets located in safe geopolitical jurisdictions are both rare and vital, Foran is strategically positioned to support global growth in green energy, infrastructure, and artificial intelligence, moving us towards a decarbonized future."
Brokered Private Placement
The Company is pleased to announce that it has entered into an agreement with Eight Capital, BMO Capital Markets, and National Bank Financial as co-lead agents and joint bookrunners, on behalf of a syndicate of agents (together the "Agents"), pursuant to which the Company has launched a proposed private placement for aggregate gross proceeds up to $222,000,008 (the "Brokered Offering").
The Brokered Offering will consist of (i) up to 47,407,408 common shares of the Company ("Common Shares" at an issue price of $4.05 per Common Share, for gross proceeds of up to $192,000,002; and (ii) up to 4,501,874 Common Shares with each such Common Share to be issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) (the "FT Shares") at an average issue price of $6.66 per FT Share, for gross proceeds up to $30,000,006. The Company has received several indications from existing shareholders, including Fairfax, to participate in the Brokered Offering. Pricing of the Common Shares and FT Shares is subject to approval of the Toronto Stock Exchange (the "TSX").
The net proceeds of the Brokered Offering will be used for exploration and development of the Company's mineral projects in Saskatchewan, and for working capital and general corporate purposes. The Company will use an amount equal to the gross proceeds from the sale of the FT Shares, pursuant to the provisions of the Income Tax Act (Canada), to incur eligible "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" as both terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") related to the Company's mineral projects located in Saskatchewan, on or before December 31, 2025, and will renounce all of the Qualifying Expenditures in favour of the subscribers of the FT Shares with an effective date not later than December 31, 2024.
The Brokered Offering is scheduled to close on or about August 8, 2024, or such other date as the Company and the Agents may agree, and is subject to certain conditions including, but not limited to, the execution of an agency agreement and the receipt of all necessary regulatory and other approvals, including that of the TSX.
The securities issued pursuant to the Brokered Offering shall be subject to a four-month plus one day hold period commencing on the day of the closing of the Brokered 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.
Agnico Eagle Investment
The Company is pleased to announce that it has entered into a subscription agreement pursuant to which Agnico Eagle has agreed to acquire up to 22,962,963 Common Shares at an issue price of $4.05 per Common Share for gross proceeds of up to $93,000,000. The net proceeds will be used for development of the McIlvenna Bay Project, working capital and general corporate purposes.
Upon closing of Agnico Eagle's investment and the Offering, Agnico Eagle is expected to have a 9.9% equity interest in the Company on a basic voting basis.
Closing of the Agnico Eagle investment is subject to a number of conditions, including closing of the Offering and receipt of all necessary regulatory and other approvals (including approval of the TSX). It is anticipated that the Agnico Eagle investment will close concurrently with the Offering. The securities issued to Agnico Eagle will be subject to a four-month plus one day hold period commencing on the day of the closing under applicable Canadian securities laws.
In connection with Agnico Eagle's investment, Foran and Agnico Eagle will enter into an investor rights agreement, pursuant to which Agnico Eagle is entitled to certain rights, provided Agnico Eagle maintains certain ownership thresholds in Foran, including but not limited to: participation rights, top-up rights, the right to appoint one member to Foran's Board of Directors and the ability to participate in a technical committee to provide recommendations and advice to the Company on technical matters.
Credit Facility Upsizing
On December 21, 2022, Foran announced the closing of a US$150 million senior secured project credit facility (the "Credit Facility") with a fund managed by Sprott. The Company is pleased to announce that it has signed a term sheet for an upsize of the Credit Facility to US$250 million, subject to completion of all due diligence, definitive credit documentation and approval by Sprott's investment committee. The interest rate on the proposed upsized Credit Facility remains unchanged and the Company will provide further details upon completion of definitive documentation and closing of the upsizing, which is expected to occur in Q3 2024.
Investment Tax Credits
Foran and its tax advisors have reviewed the initial capital budget for the Phase 1 plan at the McIlvenna Bay Project, in conjunction with draft legislative proposals relating to the Clean Technology Manufacturing Investment Tax Credit and legislation for the Clean Technology Investment Tax Credit, first introduced in the 2023 Canadian Federal Budget. As contemplated, each tax credit would provide for up to 30 per cent of the cost of investment in eligible property used for eligible activities through a refundable investment tax credit mechanism.
Based on a review of the draft legislative proposals and subsequent updates provided in the 2024 Canadian Federal Budget, Foran and its tax advisors estimate that up to $440-$510 million of expected costs associated with the Phase 1 capital budget may be deemed eligible under the aforementioned tax credits, leading to a potential refundable investment tax credit range of approximately $130-150 million. Additional upside to the investment tax credits may be realized in future periods as sustaining capital is incurred and growth capital is allocated to a potential Phase 2 expansion. It is expected Foran would claim the qualifying costs annually, as incurred, and credits would be received after filing of the Company's annual income tax return.
Government Funding Initiatives
The Canadian federal government has introduced several funding programs aimed at supporting critical mineral infrastructure across the supply chain. Foran has applied for funding through two of these programs: the Strategic Innovation Fund via the Ministry of Innovation, Science, and Economic Development), and the Critical Mineral Infrastructure Fund through Natural Resources Canada. The Company is progressing through the application process and will provide updates on the potential funding outcomes as information becomes available.
McIlvenna Bay Project Overview and Initial Capital
The McIlvenna Bay Project is located in east-central Saskatchewan approximately 375km northeast of Saskatoon, and 85km West of Flin Flon Manitoba, and is accessible year-round via a 18km all-weather road connected to Saskatchewan Provincial Highway 106.
The Project is designed to be a decline/shaft underground mining operation using typical long-hole mining methods for ore extraction with cemented paste fill replacement. Ore is expected to be processed via a conventional single stage crushing circuit with a semi-autogenous grinding ("SAG") mill and ball mill design. Grinding is planned to be followed by a flotation circuit to produce both a copper and zinc concentrate for transportation from site to the Flin Flon area for shipment by rail for further refinement. Additionally, a pyrite concentrate will be produced and introduced within the cemented paste fill recipe for storage underground.
Foran has been conducting various trade-off studies to optimize the Project, focusing on maximizing Phase 1 production while laying the groundwork for future growth opportunities. Through these optimization studies, several initiatives have been incorporated into Phase 1 construction, facilitating future transitions for future expansion opportunities. These efforts ensure that planning towards potential Phase 2 expansion opportunities is well-aligned with the Company's long-term strategic goals.
These initiatives include:
- Increased Phase 1 nameplate throughput capacity to 4,900 tpd. The Company has enhanced throughput capacity to maximize efficiency, increase margins, accelerate cash flows, and provide the scope and scale for future potential expansion opportunities, while accelerating investment to take advantage of the favorable tax environment associated with the aforementioned investment tax credits.
- Construction of the hydropower transmission line with sufficient capacity for future potential load increases. While Foran is utilising the existing distribution line with approximately 1.2 MW in available capacity, the Company, through work managed by SaskPower, will construct a new 77km-long dedicated 138 kV transmission line, sourced from the Island Falls Hydro Generating Station, targeted to be completed and commissioned earlier than envisioned in the Technical Report on the Feasibility Study for the McIlvenna Bay Project (the "2022 Feasibility Study"), dated April 14, 2022 with an effective date of February 28, 2022. This transmission line will have additional load capacity available, enhancing economies of scale in future expansion phases
- G Mining Services Integrated Project Management Team Strategy. Updated costs associated with the selection of G Mining Services Inc. ("GMS") as our integrated project management team partner have been included. GMS has a proven track record of delivering projects successfully on time and on budget, including Lundin Gold Inc.'s Fruta del Norte Project in Ecuador, Newmont Corporation's Merian Mine ...