The parties are now under exclusivity and intend to enter into definitive documentation in Q3 2022. The proposed investment remains subject to, among other things, ongoing due diligence by Ontario Teachers' and Foran securing a senior secured credit facility. See below for "Senior Secured Credit Facility Update."
No assurance can be given that the proposed investment described herein will be completed in accordance with the terms described or at all.
- The proceeds of the proposed investment, together with proceeds from an anticipated senior secured credit facility, will be used for the development of the
McIlvenna Bay project towards commercial production. - The proposed investment will consist of a
C$180M convertible secured instrument, whereby draws will be made contingent on, and pro-rata with, a senior secured credit facility. The instrument will bear interest, which shall be satisfied quarterly, at Foran's election, with either cash payments or common shares of Foran. - The proposed investment will be conditional on and subordinated to the senior secured credit facility and will be converted, upon achieving agreed upon commercial production and permitting thresholds and the satisfactory achievement of certain other conditions, into a 19.99% equity interest in an operating subsidiary of Foran which holds
McIlvenna Bay project and surrounding properties. - The proposed investment from Ontario Teachers' will also consist of an additional
C$20M of contingent consideration, which shall be payable uponMcIlvenna Bay reaching a production threshold of 90Mlbs of copper or copper equivalent per annum on a run-rate basis for 60 consecutive days. Ontario Teachers' interest in the operating subsidiary will remain at 19.99% should the contingent consideration be paid.
It is anticipated that closing of the proposed investment will be subject to, among other things,
Foran is well advanced in its process to obtain a senior secured credit facility. The Company has received multiple term sheets to-date from various reputable mining finance partners and intends to select a preferred party to underwrite a senior secured ESG-linked credit facility in the near term with the final amount to be confirmed by the Company once determined. Foran will continue to provide updates on this matter in due course and as appropriate.
Neither the
Foran trades on the TSX.V under the symbol "FOM" and on the OTCQX under the symbol "FMCXF".
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This news release contains certain forward-looking information and forward-looking statements, as defined under applicable securities laws (collectively referred to herein as "forward-looking statements"). These statements relate to future events or to the future performance of
All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "potentially", "intends", "likely", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this news release speak only as of the date of this news release or as of the date specified in such statement.
Inherent in forward-looking statements are known and unknown risks, estimates, assumptions, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements contained in this news release. These factors include management's belief or expectations relating to the following and, in certain cases, management's response with regard to the following: The Company's ability to successfully negotiate and settle definitive agreements upon acceptable terms and conditions with the Investor and lenders under the senior secured facility respectively and achieve completion of the various transactions thereunder; the description of the expected key terms of the proposed investment, the anticipated use of proceeds and benefits to the Company resulting from the proposed investment; the status and expectations regarding the senior secured credit facility; Ownership and reliance on the Company's mineral projects; The Company's history of losses and potential inability to generate sufficient revenue to be profitable or to generate positive cash flow on a sustained basis; The Company's statements about the expected life of mine, productive capacity and other technical estimates on its projects, and the Company's reliance on technical experts with respect thereto; The Company's exposure to risks related to mineral resources exploration and development; Impact of the COVID-19 Pandemic, Infectious Diseases and Other Health Crises on the Company; Global financial volatility and its impact on the Company; The impact of the
The forward-looking statements contained in this news release reflect the Company's current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by the Company, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. Readers are cautioned against undue reliance on forward-looking statements and should note that the assumptions and risk factors discussed above do not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements, and that the assumptions underlying such statements may prove to be incorrect. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in the Company's securities filings and this news release. All forward-looking statements herein are qualified by this cautionary statement. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law.
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