May 5, 2010
Saskatoon, SK (May 5, 2010) -Foran Mining Corporation (TSXV: FOM) (“Foran” or the “Company”) is pleased to announce a reorganization which will inject new capital into the Company, rationalize the share capitalization, enhance the depth of the board of directors and reorganize the interests of the controlling shareholders, subject to regulatory approval. The follOWing are the principal aspects of the proposed restructuring:
- The issued and outstanding shares will be consolidated on the basis of four old shares for one new share. With 121,232,619 shares currently issued and outstanding, this would result in 30,308,155 shares issued and outstanding. The consolidation requires shareholder approval at a special meeting to be held on June 23, 2010 with a record date of May 21, 2010.
- Conditional on completion of the consolidation of share capital, a private placement of 4,166,667 Units will be completed at a price of $0.12 per Unit for gross proceeds of $500,000. Each whole Unit shall consist of one post-consolidation common shares and one common share purchase warrant (a “Warrant”). Each whole Warrant shall entitle the holder to acquire one post-consolidation common for $0.12 for a period of two years after closing. This private placement represents 12.1% of the issued and outstanding shares on a non-diluted basis, and 21.5% on the assumption that all of the warrants are exercised.
- The subscriber to the private placement will be Springtide Capital Pty. Ltd. Springtide Capital is a private investment company specializing in micro cap listed companies, venture capital and resource orientated investments. The principal of Springtide Capital is Darren Morcombe who has been involved in start-ups and turnarounds as either Executive Chairman or early investor. Upon completion of the private placement, Darren Morcombe will become a director of Foran Mining.
- The current controlling shareholders of Foran Mining are members of the Summach family of Saskatoon, Saskatchewan. Members of the family have determined to divest up to [56.0] million of the [63,455,169] shares held by them representing a sale of 46% of the current issued and outstanding shares. A notice of intention to distribute securities held by them has been filed pursuant to National Instrument 45-102 -Resale of Securities. These shares will be sold at such times and terms as the holders may determine.
ON BEHALF OF THE BOARD OF DIRECfORS
“Brad Summach”, Director/President
Foran Mining Corporation
306-956-0157Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed this news release and neither accepts responsibility for the adequacy or accuracy of this news release.
This news release contains certain forward looking statements which are based on the opinions and estimates of management at the date the statements are made/ and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those proJected. Foran does not undertake any obligation to update forward looking statements If circumstances or management’s estimates or opinions should change. The reader is cautioned not to place undue reliance on forward looking statements.
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