Mr. Jonathan French reports

FORAN ANNOUNCES PROPOSED INVESTMENT FOR UP TO $200M

Foran Mining Corp. has entered into a non-binding term sheet with Ontario Teachers' Pension Plan Board which contemplates a transaction that, if completed, would have Ontario Teachers' invest up to $200-million in the McIlvenna Bay project.

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, continuing due diligence by Ontario Teachers' and Foran securing a senior secured credit facility. See below for "Senior secured credit facility update."

Key terms of the proposed investment

• 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 toward commercial production.
• The proposed investment will consist of a $180-million 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-per-cent 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 $20-million of contingent consideration, which shall be payable upon McIlvenna Bay reaching a production threshold of 90 million pounds (Mlb) 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 per cent, should the contingent consideration be paid.

It is anticipated that closing of the proposed investment will be subject to, among other things, TSX Venture Exchange (TSX-V) approval, Foran obtaining a binding commitment for a senior secured credit facility to further advance the project, execution of joint operating and governance agreements, as well as other conditions customary for a transaction of this nature.

Senior secured credit facility update

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 (environmental, social and governance) 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.

About Foran Mining Corp.

Foran Mining is a copper-zinc-gold-silver exploration and development company, committed to supporting a greener future, empowering communities and creating circular economies which create value for all the company's stakeholders, while also safeguarding the environment. The McIlvenna Bay project is located entirely within the documented traditional territory of the Peter Ballantyne Cree Nation. The company also owns the Bigstone project, a resource-development-stage deposit located 25 kilometres southwest of its McIlvenna Bay project.

McIlvenna Bay is a copper-zinc-gold-silver rich VHMS (volcanic-hosted massive sulphide) deposit intended to be the centre of a new mining camp in a prolific district that has already been producing for 100 years. McIlvenna Bay sits just 65 kilometres West of Flin Flon, Man., and is part of the world-class Flin Flon greenstone belt that extends from Snow Lake, Man., through Flin Flon to Foran's ground in eastern Saskatchewan, a distance of over 225 kilometres.

McIlvenna Bay is the largest undeveloped VHMS deposit in the region. The company announced the results from its feasibility study on Feb. 28, 2022, outlining that current mineral reserves would potentially support an 18-year mine life producing an average of 65 million pounds of copper equivalent annually. The company filed a National Instrument (NI) 43-101 technical report for the McIlvenna Bay feasibility study on April 14, 2022. The company filed a NI 43-101 technical report for the Bigstone deposit resource estimate on Feb. 11, 2022. Investors are encouraged to consult the full text of these technical reports which may be found on the company's profile on SEDAR.

Foran trades on the TSX-V under the symbol FOM and on the OTCQX under the symbol FMCXF.

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