August 14, 2012
NOT FOR DISTRIBUTION TO U.S. NEWSWIRESVancouver, BC (August 14, 2012) - Foran Mining Corporation
(TSX.V: FOM) (“Foran” or the “Company”) is pleased to announce a best efforts brokered private placement offering, consisting of up to 3,793,103 units (“Units”) at a price of $0.58 per Unit for gross proceeds of up to $2.2 million (the “Unit Offering”) and up to 2,000,000 flow-through shares at a unit price of $0.65 per share for gross proceeds of up to $1.3 million (the “FT Offering”). Each Unit will consist of one common share and one-half of one share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share of the Company at a price of $0.80 for twelve months from the date of closing of the Unit Offering. Stifel Nicolaus Canada Inc. is leading both offerings along with Fraser Mackenzie Limited (collectively the “Agents”).
The Company has also granted the Agents an option to increase the size of the Unit Offering and FT Offering by up to an additional 15%, exercisable up to 48 hours prior to the closing of the Unit Offering and FT Offering. Closing of the Unit Offering and FT Offering is expected to take place on or before August 30, 2012.
The net proceeds from the Unit Offering and FT Offering will be used for exploration and general working capital purposes.
The Agents will receive a cash commission representing 7% of the gross proceeds of the Unit Offering and FT Offering, excluding president’s list subscribers to the Unit Offering. All securities issued in connection with the Unit Offering and FT Offering will be subject to four-month hold periods. Completion of the Unit Offering and FT Offering are subject to a number of conditions, including completion of satisfactory due diligence investigations and receipt of all necessary regulatory approvals. All amounts in this news release are in Canadian dollars.
These securities being offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent 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.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 property is located in east central Saskatchewan, 65 kilometres west of Flin Flon, Manitoba and contains the McIlvenna Bay deposit, one of the largest undeveloped volcanogenic massive sulphide deposits in Canada.
For additional information on the McIlvenna Bay deposit, see the report entitled “Technical Report on the McIlvenna Bay Project, Saskatchewan, Canada” dated December 9, 2011 at www.sedar.com
Foran trades on the TSX.V under the symbol “FOM”.For Additional Information Please Contact Foran Mining Corporation:
President & CEO
409 Granville Street, Suite 904
Vancouver, BC, Canada, V6T 1T2
VP, Corporate Development
120 Adelaide Street West, Suite 2500
Toronto, ON, Canada, M5H 1T1
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.Forward Looking Statements
This news release contains forward-looking statements. These statements are based on information currently available to the Company and the Company provides no assurance that actual results will meet management’s expectations. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to, among other things, results of exploration, project development, reclamation and capital costs of the Company’s mineral properties, and the Company’s financial condition and prospects, could differ materially from those currently anticipated in such statements for many reasons such as: changes in general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological and operational difficulties encountered in connection with the activities of the Company; and other matters discussed in this news release. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company’s forward-looking statements. The Company does not undertake to update any forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance with applicable securities law.
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