Introduction

Foran's 100%-owned McIlvenna Bay Project is located in the Flin Flon Greenstone Belt in east central Saskatchewan. The project hosts the McIlvenna Bay Deposit, a large zinc-copper-gold-silver Volcanogenic Massive Sulphide ("VMS") deposit.

McIlvenna Bay is one of the largest undeveloped VMS deposits in Canada, with a 2011 Resource in the CSZ of 5.56 million tonnes ("Mt") at a grade of 1.55% Copper ("Cu"), 11 grams of silver per tonne ("g/t Ag"), 0.53 grams of gold per tonne ("g/t Au") and 0.27% Zinc ("Zn") (or 1.91% CuEq) in the indicated category and a further inferred resource of 3.57 Mt at a grade of 1.48% Cu, 10 g/t Ag, 0.35 g/t Au and 0.43% Zn (or 1.87% CuEq), using a 1.1% CuEq cutoff. An additional 2006 Resource for the massive and semi-massive sulphides includes 6.51 Mt at a grade of 6.60% Zn, 26 g/t Ag, and 0.82% Cu in the indicated category and a further inferred resource of 6.00 Mt at a grade of 5.89% Zn, 25 g/t Ag and 0.83% Cu, using a $50/t NSR cutoff.

Property Location & Infrastructure

The 20,382 hectare McIlvenna Bay Project is located in east central Saskatchewan, 1 km south of Hanson Lake, and approximately 60 km west of Flin Flon, Manitoba (95 km by road). The McIlvenna Bay Project is comprised of the McIlvenna Bay and McIlvenna Bay West properties; together they form a contiguous land package with Foran's Hanson Lake Project and Balsam Joint Venture.


Click to enlarge The McIlvenna Bay Deposit is located within the central part of the McIlvenna Bay Project, 5 km southeast of the past producing Hanson Lake Mine, which is located within a third party claim block surrounded by the McIlvenna Bay Project.

The deposit area is accessible via an 18 km long all-weather gravel road which connects to Saskatchewan Provincial Highway #106 (the Hanson Lake Road). The mining town of Flin Flon (pop. 5,600), is the largest commercial/residential centre in the area and a railhead on the Hudson Bay railway. Flin Flon has regular commercial air service to Winnipeg and Saskatoon.

Electrical power is expected to the project site by late 2011.

Ownership

On November 3, 2010, Foran announced the closing of a definitive agreement with Copper Reef Mining Corporation to purchase the 25% interest in the McIlvenna Bay Project not held by Foran.

Foran now owns a 100% interest in McIlvenna Bay. The deposit is subject to 1% Net Smelter Royalty ("NSR"), held by Cameco Corporation and BHP Billiton, with a buy-out provision in favour of Foran for the purchase of the whole NSR for $1,000,000 at any time and a Net Tonnage Royalty of $0.75/tonne of ore extracted, held by Copper Reef Mining Corporation, with a right of first refusal in favour of Foran.

Property History & Past Work

The McIlvenna Bay Deposit was discovered in early 1988 during a drill program by a Saskatchewan Mineral Development Corporation ("SMDC"; subsequently Cameco Corporation) and Esso Minerals joint venture following up on a Barringer/Questor Mark VI helicopter INPUT survey which delineated a 1.2 kilometre long anomaly striking east-south-east 1 kilometre south of McIlvenna Bay. In addition to its proximity to several VMS deposits in the established Flin Flon mining camp, several VMS occurrences were known in the immediate McIlvenna Bay area. These include the past-producing high-grade Hanson Lake mine and the Balsam zone. The Balsam Zone is a zone of VMS copper-zinc-gold-rich VMS mineralization located on Foran's Balsam Joint Venture.

In 1991 Cameco suspended exploration on the project, which remained dormant until optioned by Foran in 1998. Foran completed several additional drill programs between 1998 and 2000. Following a period of inactivity and the appointment of a new management team in late 2010 - early 2011, Foran completed a ten hole (5,056 metre) drill program in the spring of 2011 and commenced a 10,000 to 15,000m Phase Two Program in mid-2011. An updated resource estimate for the project was announced on November 4, 2011

Regional Geology & Mineral Deposits

The McIlvenna Bay Project is located on the western edge of the Early Proterozoic Flin Flon Greenstone Belt ("FFGB") which extends from north central Manitoba into northeastern Saskatchewan. The FFGB forms part of the Reindeer Zone, a subdivision of the Trans-Hudson Orogen, a continental-scale tectonic event which occurred approximately between 1.84Ga and 1.80 Ga (Syme et al., 1999) as a result of the collision between the Superior and Hearne Archean Cratons.

The FFGB is composed of structurally juxtaposed volcanic and sedimentary assemblages that were emplaced in a variety of tectonic environments. The major 1.92-1.88 Ga components include aerially significant juvenile arc and juvenile ocean-floor rocks, and minor ocean plateau/ocean island basalt. Evolved arc assemblages and Archean crustal slices are present within the FFGB as minor components.

Historically, the FFGB has been one of the world's most important Paleoproterozoic VMS mining camps (Morelli and MacLachlan, 2008). Initial base metal discoveries in the FFGB date back to the early 20th century, with exploration, development, mining and new discoveries continuing to the present day.

The FFGB is host to two major VMS camps, the Flin Flon and the Snow Lake Camps. Mining of base metals and associated precious metal from VMS deposits in the FFGB has taken place for over 75 years.

Total production in the Flin Flon camp is estimated at 7.5 Mt of copper and zinc from 16 deposits, including the past producing Flin Flon mine, and the currently operating 777 and Trout Lake mines. The Flin Flon mine is a world-class deposit, with historic mine production of 62 Mt of ore at an average grade of 4.1% zinc, 2.2% copper, 2.6 g/t gold and 41.5 g/t silver.

At the Snow Lake camp, approximately 120 km east of Flin Flon, past production is estimated at almost 2 Mt copper and zinc from 10 deposits, including the Chisel North mine. The Snow Lake camp also hosts the recently discovered Lalor deposit, which contains zones of both zinc-rich and copper-gold-rich VMS mineralization.

In the western part of the FFGB, the past producing, high-grade Hanson Lake mine is located approximately 6 kilometres northwest of the McIlvenna Bay Deposit. The Hanson Lake mine, which was in production from 1967 to 1969, produced a total of 162,000 tonnes of ore at a grade of 10.0% zinc, 5.8% lead, 0.5% copper and 140 g/t silver, from an initial historic reserve of 253,000 tons grading 11.4% zinc, 8.1% lead, 0.6% copper, 4.7 ounces per ton (approx. 160 g/t) silver and 0.032 ounces per ton (approx. 1 g/t) gold.

Property Geology

The McIlvenna Bay Deposit is hosted within the Hanson Lake Block of the Flin Flon Greenstone Belt ("FFGB"), which is bound to the east by the Sturgeon-Weir Shear Zone and to the west by the Tabbernor Fault Zone. The block extends an unknown distance to the south beneath a nearly flat-lying cover of Ordovician sandstones of the Winnipeg Formation, and dolomites of the Red River Formation.

In the Hanson Lake area, north of the Paleozoic margin, the exposed Proterozoic rocks of the Hanson Lake Block are dominated by juvenile island arc, felsic to intermediate metavolcanic rocks, with subordinate amounts of mafic volcanics, minor intermediate volcanics, and greywackes. Oxide facies iron formations are not commonly exposed but their presence has been confirmed by diamond drilling. The sequence has been intruded by various felsic intrusions, some of which are believed to be subvolcanic intrusions. Abundant diorite and gabbro plugs and dykes cut the sequence as well as minor ultramafic intrusions. The supracrustal rocks generally dip moderately to steeply east to north-east. South of Hanson Lake, the Proterozoic sequence is poorly understood because of the unconformably overlying Paleozoic sedimentary rocks. The McIlvenna Bay Deposit projects to sub-surface under the sedimentary cover.

At least two distinct folding events, both having northerly trending fold axes, have influenced the stratigraphy in the Hanson Lake Area. Peak regional metamorphism probably reached upper amphibolite facies. At the McIlvenna Bay Deposit, the host rocks exhibit a greenschist metamorphic facies which is probably a retrograde event after a previous amphibolite grade since relict cordierite, anthophyllite, garnet and andalusite are commonly observed in the VMS alteration package. U-Pb age dating of a quartz-feldspar porphyry (a possible subvolcanic intrusion) which intruded the supracrustal sequence yielded a date of 1888+/-12 Ma.

Based on a lack of outcrop in the immediate deposit area, the geology in and around the deposit has been interpreted from drill core and geophysical surveys. Volcanic and sedimentary stratigraphy around the deposit has been divided into six formations over a two kilometre strike length, as follows (from oldest to youngest):

1. McIlvenna Bay Formation: minimum 200 m thickness of variably altered felsic volcanics, volcaniclastics and/or volcanic-derived sediments of rhyolitic composition. The massive and semi-massive sulphide deposits are part of this formation.
2. Cap Tuffite Formation: overlies the McIlvenna Bay Formation to the north. This is a sequence of intercalated felsic volcanic and cherty metasediments which have been intruded by sills and dykes of the Davies Gabbro. The unit ranges from 35 m to 55 m thick, is finely banded to finely laminated. An east to west zonation is observed in the Cap Tuffite from cherty-dominated in the east to rhyolitic-dominated in the west.
3. Koziol Iron Formation: Stratigraphically overlies the Cap Tuffite. This is a long continuous exhalative horizon, traceable in drill core and by geophysics over several kilometres and as such, an excellent stratigraphic marker horizon. The unit is an oxide-facies iron formation that ranges from 0.1 m to 25 m true thickness.
4. Rusk Formation: Overlies the Koziol Formation. This is a thick package of massive and calcite-altered mafic volcanic rocks that are approximately 100 m thick. The mafic rocks are likely massive flows.
5. HW-A Formation: An exhalative horizon that overlies the Rusk Formation. This unit ranges from 1 cm to 5 m thick and shows a transition from west to east from oxide-facies iron formation to massive sphalerite-pyrite. Overlying the iron formation portion is a 1 m to 10 m thick massive mafic volcanic unit. Overlying the 10 cm to 75 cm thick sphalerite-pyrite layer is a 5 m to 15 m thick massive, grey, felsic volcanic unit.
6. Upper Sequence: This is a +400 m highly variable thick bimodal volcanic package that overlies the HW-A Formation and contains aphanitic, grey, felsic volcanics and fine-grained mafic volcanic rocks. Some of the mafic units may be gabbroic intrusions. Approximately 5% of the unit is composed of greywackes and there are at least two additional oxide-facies iron formation horizons.

The Davies Gabbro is a plug, up to 100 m thick, located east of the deposit. This intrusive unit extends westward toward the centre of the sulphide body where it narrows into a series of thin dykes. The gabbro appears to be a series of sills that have intruded along the bedding planes of the Cap Tuffite Formation. The gabbro plug plunges along an axis parallel to the sulphide body and appears to exert some sort of control over the limits of mineralization along the bottom plunge line of the deposit.

Stratigraphy in the deposit area strikes between 275o and 295o and dips to the north at 65o-70o, although in selected areas it dips vertically. The deposit has the same orientation as the stratigraphy and also plunges at approximately 45o to the northwest. Rocks in the host stratigraphy are massive to strongly foliated, with the intensity of foliation related to the competency of each individual unit and the degree of alteration.

Two phases of folding of the host stratigraphy have been observed in the drill core and are believed to correspond to regional F2 and F3 folding events.

Evidence of faulting has been documented in drill core but it is difficult to determine the orientation, scale, or continuity of most faults between drill holes with the present level of information.

Mineralization

The McIlvenna Bay Deposit is a zinc-copper-silver-gold VMS deposit that was discovered in 1988 by follow-up drilling of a Barringer/Questor Mark VI helicopter INPUT survey which delineated a 1.2 kilometre long anomaly striking east-south-east 1 kilometre south of McIlvenna Bay. The McIlvenna Bay Deposit consists of structurally modified, strataform, polymetallic VMS mineralization and underlying stockwork zone mineralization. The sulphides contain copper and zinc, with associated silver and gold. The McIlvenna Bay deposit is comprised of five different zones and includes three distinct styles of mineralization. The five zones identified to date are the:

1. Lens 2,
2. Upper West,
3. Lens 3,
4. Lens 4, and
5. Copper Stockwork

The three different styles of mineralization are massive sulphides, semi-massive sulphides, and copper stockwork. Each style is mineralogically and texturally distinct.

The Lens 2 Massive Sulphide Zone is the largest and most significant massive sulphide zone discovered to date on the project. It is a zinc-silver-rich massive sulphide lens with a strike length of 400 m to 550 m, ranges in true thickness from 0.40 m to 16.75 m and has an average thickness of 5.55 m. The zone plunges approximately 45o to the north and strikes at 295o with an average dip of 68o. The zone has been defined from the top of the Proterozoic sequence at a vertical depth of 35 m down to a depth of 1,230 m and remains open down plunge.

The Upper West Zone is a relatively copper-gold-enriched semi-massive sulphide unit found as a long strip that lies parallel to and along the top of the plunge line of the Lens 2 Massive Sulphide. It has a strike length of 150 m to 300 m and has been delineated between the vertical depths of 35 m and 1,230 m. It varies from 2.80 m to 10.60 m true thickness and averages 4.81 m true thickness. The zone remains open down plunge below the 1,230 m level. This zone also appears to be one continuous sheet and is relatively more copper and gold-rich compared to the Lens 2 Massive Sulphide. The Upper West Zone remains open down plunge, and the potential exists for this zone and the underlying Copper Stockwork Zone to continue at depth.

The Lens 3 Massive Sulphide Zone is a discontinuous and generally very thin zinc-rich massive and semi-massive sulphide horizon that is located 10 m to 30 m above the Lens 2 and Upper West horizon. The zone has a strike length of 100 m to 350 m and plunges parallel to the underlying mineralized zones. The true thickness of the zone ranges from 0.18 m to 6.65 m and averages 2.39 m.

The Lens 4 Zone is located approximately 40 m to 50 m below the Upper West Zone of the Lens 2 horizon, roughly between coordinates 9300E and 9500E. This zinc-rich zone was intersected in four holes, HA-26, MB-99-107, MB-99-108, and MB-99-118. In hole 107, a large semi-massive interval was intersected, with mineralogy, texture and grades similar to that of the Upper West Zone. The zone is underlain by the thick Copper Stockwork Zone.

The Copper Stockwork Zone underlies and is in contact with the Upper West Zone and the western half of the Lens 2 Massive Sulphide Zone. This copper-gold-rich zone is wedge-shaped with the blunt edge running parallel to the plunge of, and underlying the Upper West Zone. The wedge terminates near the central axis of the Lens 2 Massive Sulphide. The zone is thickest underlying the Upper West Zone, where it is considered to be the proximal hydrothermal feeder zone for the hydrothermal system which deposited the massive sulphides. Stockwork mineralization in this area is hosted in chlorite-altered rock. To the east, immediately underlying the Lens 2 Massive Sulphide Zone, the stockwork mineralization is hosted in fine fracture networks in silicified and sericitized rock. The zone, which contains multiple narrow stringers, has been delineated between the vertical depths of 35 m and 1,230 m. The best portion of this zone has a strike length of 300 m to 600 m and ranges from 0.57 m to 48.30 m true thickness, averaging 8.08 m. The copper stockwork zone remains open to the west and down plunge below the 930 m level.

Exploration

The following table summarizes diamond drilling at McIlvenna Bay from discovery of the deposit in 1988 to completion of the Phase One Program in spring, 2011:

Year	Company	Number of Holes	Meters Drilled
1988	Cameco/Esso/TriGold	26	7,702
1989	Cameco/TriMin	30	14,565
1990	Cameco/Billiton	13	7,869
1998	Foran	2	978
1999	Foran	60	29,137
2000	Foran	3	2,938
2007/08	Foran	7	6,455
2011	Foran	10	5,065
Total:		151	74,740

The primary objective of the spring 2011 Phase One Program was to test the Copper Stockwork Zone (the "CSZ"). However, the final hole in the program (MB-11-145) was designed to test the potential of the main massive sulphide horizon (Lens 2) by targeting an interpreted thickening of the lens down plunge.

Key findings from the Phase One Program include:

• Drilling on 50 m centers demonstrates excellent continuity, grade and width of copper-gold mineralization in the CSZ,
• The CSZ remains open updip, towards surface,
• Potential for the CSZ to widen at shallower depths, and
• Confirmation of thick intervals of high-grade zinc-sliver massive sulphides overlying the CSZ.

A table of significant intercepts from the Phase One Program is provided below:

Hole ID	From (m)	To (m)	Interval(m)1	Cu (%)	Au (g/t)	Zn (%)	Ag (g/t)
MB-11-136	364.57	387.10	22.53	1.59	1.21	0.33	12.34
Including	365.33	377.00	11.67	2.09	2.18	0.61	19.37
MB-11-137	298.93	327.17	28.24	1.30	0.31	0.24	9.05
Including	300.08	303.61	3.53	2.88	0.79	0.65	25.17
and	318.20	326.00	7.80	1.88	0.37	0.19	9.25
MB-11-138	329.68	342.54	12.86	1.92	0.21	0.35	11.13
MB-11-138	356.42	366.95	10.53	1.54	0.13	0.12	7.43
MB-11-138	374.74	407.26	32.52	1.69	0.35	0.27	11.29
including	375.74	383.74	8.00	3.19	0.40	0.59	24.79
and	393.74	401.24	7.50	2.20	0.71	0.28	12.04
MB-11-139	403.19	450.74	47.55	1.70	0.46	0.17	12.77
including	404.19	412.19	8.00	3.24	0.92	0.54	25.79
and	429.19	435.19	6.00	2.15	1.04	0.07	13.58
MB-11-140	455.65	458.43	2.78	4.20	1.46	7.56	52.35
MB-11-140	458.43	487.43	29.00	1.25	0.61	0.13	7.10
including	458.43	470.43	12.00	1.73	1.26	0.24	12.42
MB-11-140	506.10	520.10	14.00	1.30	0.43	0.06	5.44
including	506.10	511.10	5.00	1.84	0.88	0.08	8.76
MB-11-141	424.91	434.29	9.38	1.18	0.25	1.40	17.53
including	424.91	430.54	5.63	1.45	0.27	0.30	20.56
and	430.54	434.29	3.75	0.78	0.22	3.05	12.97
MB-11-141	445.97	450.06	4.09	1.18	0.55	0.93	16.90
MB-11-141	453.66	461.00	7.34	1.76	0.68	7.85	21.19
MB-11-141	461.00	491.00	30.00	1.22	0.44	0.08	5.31
MB-11-141	506.40	517.65	11.25	1.08	0.07	0.08	3.77
MB-11-141	530.34	536.45	6.11	0.90	0.10	0.17	3.25
MB-11-142	402.57	403.60	1.03	0.42	0.22	4.67	9.80
MB-11-142	418.55	421.02	2.47	1.10	1.00	11.76	16.74
MB-11-142	421.02	433.85	12.83	1.22	0.27	0.09	4.92
including	421.02	428.02	7.00	1.62	0.45	0.10	7.00
MB-11-143	428.44	429.78	1.34	0.64	0.27	8.27	19.20
MB-11-143	429.78	431.21	1.43	0.79	0.60	0.64	30.40
MB-11-143	450.75	453.75	3.00	0.46	0.26	9.72	18.1
MB-11-143	453.75	474.76	21.01	1.19	0.16	0.19	5.35
including	454.75	460.75	6.00	1.61	0.28	0.19	8.03
MB-11-144	291.92	293.92	2.00	1.06	0.08	0.21	8.65
MB-11-144	303.15	326.00	22.85	1.52	0.25	0.14	9.38
including	303.15	306.60	3.45	4.95	0.72	0.38	34.96
MB-11-145	660.48	673.81	13.33	0.24	0.38	5.32	54.14
including	661.21	663.08	1.87	0.16	0.13	10.80	20.33
MB-11-144	673.81	677.01	4.10	1.51	0.51	0.37	15.24

¹ True thickness is estimated to be approximately 80-85% of drill indicated length.




Mineral Resources

On November 2, 2011 Foran announced a new mineral resource estimate for the McIlvenna Bay Project, which included the first comprehensive, independent, National Instrument 43-101 compliant mineral resource estimate for the Copper Stockwork Zone ("CSZ").

Highlights of the mineral resource include:

• an 85% increase in the global tonnage of mineral resources in the indicated category and a 60%increase in the inferred category at the McIlvenna Bay Deposit from the 2006 Resource
• The Deposit has an average width of over 15 metres when both the massive sulphide and CSZ are taken into account.
• The 2011 Resource for the CSZ includes an indicated resource of 5.56 million tonnes ("Mt") at a grade of1.55% Copper ("Cu"), 11 grams of silver per tonne ("g/t Ag"), 0.53 grams of gold per tonne ("g/t Au") and 0.27% Zinc ("Zn") (or 1.91% CuEq) and a further inferred resource of 3.57 Mt at a grade of 1.48% Cu, 10 g/t Ag, 0.35 g/t Au and 0.43% Zn (or 1.87% CuEq), using a 1.1% CuEq cutoff.(see below and Table 2 for additional information); additional mineralized material of the CSZ lies outside the 2011 Resource,
• The 2006 Resource, as announced in a Foran news release dated December 5, 2006, lies immediatelyadjacent to the 2011 Resource. The 2006 Resource, estimatedfor the massive to semi-massive sulphides lenses of the deposit consistsof 6.51 Mt at a grade of 6.60% Zn , 26 g/t Ag , and 0.82% Cu in the indicated category and a further 6.00 Mt grading 5.89% Zn, 25 g/t Ag and 0.83% Cu in the inferred category, using a $50/tonne Net Smelter Return ("NSR") cutoff. (see below for additional information),
• Total contained metal for the Deposit now totals 308 M lbs. copper, 981 M lbs. zinc, 95,420 ounces of gold and 7.46 M ounces of silver in indicated resources and 227 M lbs. copper, 813 M lbs. zinc, 39,800 ounces of gold and 5.89 M ounces of silver in inferred resources (Note: contained Au was not estimated for the 2006 Resource),
• the CSZ ranges up to 52.8 metres ("m") in apparent thickness, averagingapproximately 9.5m in true thickness; Lens 2, the largest massive sulphide lens in the Deposit, has an average true thickness of 5.6m, for a combined average true thickness of more than 15m,
• The 2011 Resource is cumulative with the 2006 Resource; the two resources represent different styles and discrete zones of mineralization in sharp contact with each other. The combination of the CSZ and the adjacent massive and semi-massive sulphide lenses represents a thick, usuallycontinuous, steeply dipping sequence of mineralization with potential to be amenable to bulk underground mining methods,
• The 2011 Resource is classified primarily in the indicated category from the top of the deposit (25-35m vertically below surface) to a depth of approximately 580m vertically below surface and in the inferred category from the base of the indicated resource to a depth of approximately 750mvertically below surface (See attached figure) . Due to wide spacing of drill holes below 750mvertical depth, the 2011 Resource does not include additional CSZ mineralized materialintersected in historic drilling below the currently defined inferred resource. This material has the potential to add to NI 43-101 compliant resources with additional, more closely spaced drilling.

McIlvenna Bay Mineral Resources ^1-6

2011 Resource, Copper Stockwork Zone (1.10% CuEq cut-off)
Category	Tonnage (kt)	CuEq (%)	Copper (%)	Gold (g/t)	Zinc (%)	Silver (g/t)
Indicated	5,560	1.91	1.55	0.53	0.27	11
Inferred	3,570	1.87	1.48	0.35	0.43	10
2006 Resource, Massive to Semi-Massive Sulphides (Lens 2, Upper West, Lens 3; US$50/tonne NSR cut-off)
Category	Tonnage (kt)	NSR (US$)	Copper (%)	Gold (g/t)	Zinc (%)	Silver (g/t)
Indicated	6,510	75.48	0.82	NR	6.60	26
Inferred	6,000	68.59	0.83	NR	5.89	25

¹ Effective date October 28, 2011; CIM definitions were followed for Mineral Resources; The 2011 and 2006 Resources are cumulative and in adjacent zones of mineralization; CuEq = copper equivalent; NSR = Net Smelter Return; NR = Not Reported.
²The 2011 Resource is estimated based on 143 drill holes and a cut-off grade 1.10% CuEq. CuEq grades were calculated and high grade caps were applied as per the discussion in Estimation Methodology and Parameters below and include provisions for metallurgical recovery (95% for Cu, 90% for Zn, 65% for Au and 60% for Ag) and smelter payable metal. Metal prices used for the 2011 Resource are US$2.75/lb. Cu, US$1.00/lb. Zn, US$1,300/oz. Au, and US$21/oz. Ag. Specific gravity was interpolated into each block based on measurements taken from core specimens.
³The 2006 Resource is estimated based on 126 drill holes and an NSR cut-off of US$50/tonne; NSRs were calculated using average long-term prices of US$1.50/lb. Cu and US$0.70/lb. Zn; the NSR calculation included provisions for mill recovery, concentrate transport and smelter treatment. Additional information on the methodology and parameters can be found in the Company's Technical Report dated November 27, 2006.
⁴ Mr. David Rennie, P.Eng., of RPA, prepared the 2011 Resource and has reviewed and verified the above mineral resource figures and the underlying sampling and analytical data. Mr. Rennie is independent of Foran and is a "Qualified Person" within the meaning of NI 43-101; Messrs. R. Barry Cook, P.Eng. and Chester M. Moore, P.Eng., prepared the 2006 Resource; Messrs. Cook and Moore are independent of Foran and are "Qualified Persons as defined in NI 43-101; Table estimates are rounded by the Qualified Person.
⁵ Mineral resources which are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, marketing or other issues.
⁶ For the CuEq estimation in the 2011 Resource, 81% of the value was attributed to Cu, 11% to Au, 4% to Ag and 4% to Zn.

The CSZ begins at a depth of 25-35m below surface, immediately below a younger, unmineralized dolomitic cap rock, and strikes approximately 295o, with a dip of 68o to the north-northeast and a plunge of -45o to the west-northwest. The CSZ has been traced for a horizontal distance of 1,750m and down-plunge for a distance of 1,950m; the first 1,250m of this 1,950m of down plunge extent is included in the 2011 Resource. The CSZ stratigraphically underlies the massive to semi-massive sulphide mineralization. The interpreted wireframe of the main body of the CSZ ranges up to 52.8m in apparent thickness and averages 9.5m in true thickness. For most of its length, the CSZ extends upwards in elevation above the upper limit of the massive to semi-massive sulphides and is open to depth and along the upper edge of the resource area towards surface.

RPA has recommended that Foran continue with diamond drilling with the objective of confirming and expanding the current resource base and to upgrade mineral resource categories. RPA has also recommended that the entire resource for the Deposit be updated. Foran is in agreement with these recommendations; further drilling, in the form of a Phase Two program, as described in a Foran news release dated August 22, 2011, is currently underway. An updated resource estimate for all zones and styles of mineralization at the Deposit is planned once the full results of the Phase Two program are available.

The 2011 Resource and the 2006 Resource are outlined in the following tables. Tables 1 and 2 contain a summary of mineral resource for the Deposit. Tables 3 and 4 below show a sensitivity analysis for indicated and inferred resources for the 2011 Resource, which demonstrate the variation in grade and tonnage as a result of different CuEq cut-offs. Table 5presents the contained metal represented by each category of the Deposit.

2011 Resource Sensitivity Analysis -- Indicated Resource¹

Cutoff (CuEq %)	Tonnage (kt)	CuEq (%)	Copper (%)	Gold (g/t)	Zinc (%)	Silver (g/t)
1.50	3,260	2.35	1.88	0.71	0.35	14
1.25	4,530	2.08	1.67	0.61	0.30	12
1.10	5,560	1.91	1.55	0.53	0.27	11
1.00	6,160	1.83	1.48	0.50	0.27	11
0.90	6,620	1.77	1.43	0.48	0.26	10

¹ See footnotes above; tonnage and grade is shown by cut-off grade from 0.90% to 1.50% CuEq.

2011 Resource Sensitivity Analysis -- Inferred Resource¹

Cutoff (CuEq %)	Tonnage (kt)	CuEq (%)	Copper (%)	Gold (g/t)	Zinc (%)	Silver (g/t)
1.50	2,360	2.07	1.68	0.41	0.49	11
1.25	3,110	1.90	1.55	0.37	0.45	10
1.10	3,570	1.81	1.48	0.35	0.43	10
1.00	3,900	1.74	1.43	0.33	0.42	9
0.90	4,300	1.67	1.37	0.31	0.42	9

¹ See footnotes above; tonnage and grade is shown by cut-off grade from 1.00% to 1.50% CuEq.

McIlvenna Bay Contained Metal Summary, 2011 Resource & 2006 Resource^1,2

Category	Resource	Copper (M lbs.)	Zinc (M lbs.)	Gold (k oz.)	Silver (k oz.)
Indicated	2011 Resource (Copper Stockwork Zone)	190	33.6	95.4	1,980
	2006 Resource (massive to semi-massive sulphides)	118	947	NR	5,470
	Total Indicated	308	981	95.4	7,460
Inferred	2011 Resource (Copper Stockwork Zone)	116	33.9	39.8	1,100
	2006 Resource (massive to semi-massive sulphides)	110	780	NR	4,790
	Total Inferred	227	814	39.8	5,890

¹ Totals may not add due to rounding; NR = Not Reported.
² See footnotes above

McIlvenna Bay Longitudinal section showing the 2011 Resource (Copper Stockwork Zone) & 2006 Resource (massive to semi-massive sulphides)




Estimation Methodology and Parameters

The 2011 Resource presented herein is based on the results of 143 diamond drill holes (4,070 assay intervals) collected from discovery in 1988 to the end of the Phase One program conducted by Foran in spring, 2011. Of these assay intervals, 1,494 were eventually captured within the wireframe model for the CSZ. An existing Gemcom ("GEMS") project database used for the 2006 resource estimate was retrieved from RPA's data archive. Drillhole data from programs conducted in 2007-2008 and the spring of 2011were provided to RPA in ASCII format. RPA imported the new data and validated it by running the GEMS validation utility, and by comparing the assay table with the lab.

The 2011 Resource used a block model constrained by 3D wireframes of the mineralized zones, drawn at a nominal 0.5% Cu cut-off and minimum width of three metres. Values for Cu, Zn, Au, Ag, Pb, and density were interpolated into the blocks using Inverse Distance to the Third Power (ID3) weighting. The models were constructed using GEMSsoftware. Block size was 10 m wide (east-west) x 5 m across (north-south) x 10 m high. The model was oriented parallel to the drilling survey grid.
Top cuts of 6% Cu, 3.5% Zn, 5 g/t Au, and 90 g/t Ag were applied prior to compositing. RPA carried out a geostatistical analysis for Cu, Au, and Ag to assist in deriving search and kriging parameters for block grade interpolations. The analysis was conducted using Sage, GEMS, and GSLIB software.

Search radii of 65m x 32.5m x 20m for the first pass and 400m x 200m x 40m for the second were used for the interpolation. The search distances for the first pass were derived from geostatistical analyses, while the second pass search radii were carried over from the 2006 estimate to provide a consistent basis for comparison with the last estimate. The indicated class was assigned to blocks within an area of the deposit that has been drilled at nominal 65m spacing. Inferred mineral resources were assigned to blocks outside of the indicated material, encompassing material drilled up to a nominal spacing of 250m.

Estimated mill recoveries used in the copper equivalence calculation were 95% for copper, 90% for zinc, 65% for gold, and 60% for silver. Estimated smelter payable was 96.2% for copper, 85.0% for zinc, 90.0% for gold and 79.6% for silver.

In RPA's opinion, the Mineral Resources are classified in a manner that is consistent with NI 43-101 regulations and guidelines.Mineral resources do not have demonstrated economic viability. The estimate of mineral resources may also be affected by other relevant factors or issues. There is no guarantee that the Project will be placed into production.

Metallurgy

As part of a feasibility study conducted by Cameco on the McIlvenna Bay deposit in 1990, a 339 kilogram sample of sulphide mineralization was sent to Cominco Engineering Services Ltd. (CESL) in Trail, British Columbia, for metallurgical testwork. The description of the results of this work presented below is summarized from the 2006 Technical Report.

The mineralization was the remaining half of the split core from their sulphide intersections. As such, the material tested should have been representative of the McIlvenna Bay deposit as it was known at the time. The sulphides were described as being from the A, B, and C Zones, which was interpreted as being the Lens 2, Upper West, and Copper Stringer zones, respectively.

The Hanson Lake 'A' zone sample contained approximately 12% sphalerite in 65% pyrite with a mesh of liberation of about 50 microns (270 mesh). There was also up to 1% chalcopyrite, which must be separated in order to produce a readily saleable zinc concentrate. A zinc concentrate grading approximately 54% Zn at a recovery of around 90% can be produced from the 'A' zone by careful, slow flotation. Three stages of zinc cleaning are required. The zinc concentrate is favourably low in magnesia, silica and minor element impurities, with the exception of mercury at 200 ppm.

One flotation test was run using Hanson Lake water. There was no significant difference between this test and a similar test run using normal Trail water.

The copper impurity cleaned up readily to produce a saleable grade copper concentrate carrying significant gold and silver values. The tailings may be treated by single stage cycloning to produce a sand product potentially suitable for mine backfilling. The weight recovery to the sand product is approximately 75%. The tailings product remained stable over a four week testing period. It maintains a pH of 7.3 to 7.4 with favourably low copper, zinc and iron in solution.

Preliminary testing of material from the high-copper 'C' section of the deposit shows that a high grade copper concentrate may be produced at good recovery. Preliminary testing of material from the mixed copper-zinc 'B' zone of the deposit showed significant cross-contamination between copper and zinc. It is concluded that additional metallurgical testing will be required to develop an optimum metallurgy for this material

Technical Report & Qualified Persons

The 2011 Resource announced in this release, with an effective date of October 28,2011,meets the guidelines as set out in NI 43-101 and was prepared by RPA, a global geological and mining consultancy. The 2011 Resource was prepared by Mr. David Rennie, P.Eng.,Principal Geologist with RPA. Mr. Rennie is a Qualified Person as defined in NI 43-101 and has consented to applicable disclosure contained herein regarding the 2011 Resource and the 2006 Resource. Both RPA and Mr. Rennie are independent of Foran.

RPA is preparing a NI 43-101 Technical Report in support of the 2011 Resource; this report will be filed by the Company in its entirety on SEDAR (www.sedar.com) within 45 days of the date of this news release.

The 2006 Resource,originally disclosed in a Foran news release dated December 5, 2006, with an effective date of November 27, 2006, meets the guidelines as set out in NI 43-101 and was prepared by Scott Wilson RPA. The 2006 Resource was prepared by Messrs R. Barry Cook, P.Eng. and Mr. Chester M. Moore, P.Eng., both of whom are independent of the Company and Qualified Persons as defined in NI 43-101. A discussion of the parameters used in the 2006 Resource are contained in a Technical Report entitled "Technical Report on the McIlvenna Bay Project, Saskatchewan, Canada", with a date of November 27, 2006, and authored by Messers Cook and Moore. This technical report can be found at www.foranmining.com or on the Company's SEDAR profile at www.sedar.com.

Mr. Roger March, P. Geo., Vice President Project Exploration for Foran is the Qualified Person for all technical information contained herein, excluding the mineral resources.

Quality Assurance, Quality Control, and Qualified Person

Drilling by Foran is completed using NQ size diamond drill core. Drill core in the Phase One Program was logged by representatives of Equity Exploration Consultants Ltd., a geological consulting firm independent of Foran. During the logging process mineralized intersections are marked for sampling and given unique sample numbers. Sampled intervals are sawn in half by a diamond blade saw. One half of the sawn core is placed in a plastic bag with the sample tag and sealed, while the second half is returned to the core box for storage on site. Sample analysis is performed by TSL Laboratories Ltd. ("TLS") in Saskatoon, Saskatchewan. TLS is a CAN-P-1579, CAN-P-4E(ISO/IEC 17025:2005) accredited laboratory and independent of Foran. Analysis for Ag, Cu, and Zn is performed using atomic absorption spectrometry ("AA") after multi-acid digestion. Au analysis is completed by fire assay with AA finish. Any samples which return results greater than 3.0 g/t Au are re-run using gravimetric finish. A complete suite of QA/QC reference materials (standards, blanks and pulp and field duplicates) are included in each batch of samples processed by the laboratory. The results of the assaying of the QA/QC material included in each batch are tracked to ensure the integrity of the assay data.

The technical content herein related to Foran's exploration programs has been verified and approved by Roger March, P.Geo. Mr. March is the Manager, Advanced Projects for Foran, a Qualified Person within the meaning of National Instrument 43-101 and has visited McIlvenna Bay.

The 2011 Resource, as announced in the Foran news release dated November 2, 2011, was prepared by Mr. David Rennie, P.Eng., Principal Geologist with RPA. Mr. Rennie is a Qualified Person as defined in NI 43-101. Both RPA and Mr. Rennie are independent of Foran.

RPA is preparing a NI 43-101 Technical Report in support of the 2011 Resource; this report will be filed by the Company in its entirety on SEDAR (www.sedar.com) once complete.

The 2006 Resource, originally disclosed in a Foran news release dated December 5, 2006, with an effective date of November 27, 2006, meets the guidelines as set out in NI 43-101 and was prepared by Scott Wilson RPA. The 2006 Resource was prepared by Messrs R. Barry Cook, P.Eng. and Chester M. Moore, P.Eng., both of whom are independent of the Company and Qualified Persons as defined in NI 43-101. A discussion of the parameters used in the 2006 Resource are contained in a Technical Report entitled "Technical Report on the McIlvenna Bay Project, Saskatchewan, Canada", with a date of November 27, 2006, and authored by Messers Cook and Moore.