FMCXF - Foran Announces Upsize to Previously Announced Private Placements to C$360M | Benzinga
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All amounts are in Canadian dollars unless stated otherwise
VANCOUVER, British Columbia, July 17, 2024 (GLOBE NEWSWIRE) -- Foran Mining Corporation (TSX:FOM) (OTCQX:FMCXF) ("Foran" or the "Company") is pleased to announce that in connection with the proposed brokered private placement announced on July 15, 2024, the Company has entered into an amending agreement with Eight Capital, as co-lead agent and joint bookrunner with BMO Capital Markets and National Bank Financial, on behalf of a syndicate of agents (together, the "Agents"), to increase the size of the offering from $222,000,008 to $260,891,830 (the "Brokered Offering").
The Brokered Offering will now consist of (i) 57,010,327 common shares of the Company (the "Common Shares") at an issue price of $4.05 per Common Share, for gross proceeds of $230,891,824; and (ii) 4,501,874 Common Shares to be issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) (the "FT Shares"), with 2,906,977 FT Shares to be issued at a price of $6.88 per share (the "SK FT Shares") and 1,594,897 FT Shares to be issued at a price of $6.27 per share (the "Federal FT Shares"), for gross proceeds of $30,000,006.
Additionally, the Company announces that it intends to amend its existing subscription agreement with Agnico Eagle Mines Limited ("Agnico Eagle") announced on July 15, 2024, pursuant to which Agnico Eagle will agree to acquire up to 24,472,052 Common Shares (from 22,962,963 Common Shares as disclosed in the company's press release on July 15, 2024) at an issue price of $4.05 per Common Share for gross proceeds of up to $99,111,811 (from $93,000,000) in two separate tranches (the "Non-Brokered Offering" and together with the Brokered Offering, the "Offerings"). The revised subscription is expected to result in Agnico Eagle maintaining a 9.9% interest in the Company on a pro forma basic voting basis as originally contemplated in the Company's press release issued on July 15, 2024.
The net proceeds of the Offerings 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) and in the case of the SK FT Shares to incur "eligible flow-through mining expenditures" within the meaning of The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan) (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 Offerings will result in the issuance of a number of Common Shares greater than 25% of the Company's currently issued and outstanding Common Shares and as a result will require shareholder approval under the rules of the Toronto Stock Exchange ("TSX"). As a result, the Offerings are expected to be completed in two tranches, with the first tranche scheduled to close on or about August 8, 2024, or such other date as the Company and the Agents may agree for all placements other than a portion of shares being subscribed for by Fairfax Financial Holdings Limited ("Fairfax") and Agnico Eagle, and the second tranche for that number of Common Shares in excess of the 25% threshold, that are to be subscribed for by Fairfax and Agnico Eagle, to be completed as soon as practicable once shareholder approval has been obtained.
The completion of the Offerings is subject to certain additional conditions including, but not limited to, the execution of an agency agreement, the execution of a revised subscription agreement with Agnico and the receipt of all necessary regulatory and other approvals, including that of the TSX.
The securities issued pursuant to the Offerings shall be subject to a four-month plus one day hold period commencing on the day of the closing of the Offerings under applicable Canadian securities laws. The securities being offered have ...