Mr. Jonathan French reports

FORAN ANNOUNCES UPSIZE TO PREVIOUSLY ANNOUNCED PRIVATE PLACEMENTS TO C$360M

In connection with the proposed brokered private placement announced on July 15, 2024, Foran Mining Corp. has entered into an amending agreement with Eight Capital, as co-lead agent and joint bookrunner, with BMO Capital Markets and National Bank Financial, on behalf of a syndicate of agents, to increase the size of the offering from $222,000,008 to $260,891,830.

The brokered offering will consist of: (i) 57,010,327 common shares of the company at an issue price of $4.05 per common share, for gross proceeds of $230,891,824; and (ii) 4,501,874 common shares to be issued as flow-through shares within the meaning of the Income Tax Act (Canada), with 2,906,977 FT shares to be issued at a price of $6.88 per share and 1,594,897 FT shares to be issued at a price of $6.27 per share, for gross proceeds of $30,000,006.

Additionally, the company announces that it intends to amend its existing subscription agreement with Agnico Eagle Mines Ltd. announced on July 15, 2024, pursuant to which Agnico Eagle will agree to acquire up to 24,472,052 common shares (from 22,962,963 common shares as disclosed in the company's press release on July 15, 2024) at an issue price of $4.05 per common share for gross proceeds of up to $99,111,811 (from $93-million) in two separate tranches. The revised subscription is expected to result in Agnico Eagle maintaining a 9.9-per-cent interest in the company on a pro forma basic voting basis as originally contemplated in the company's press release issued on July 15, 2024.

The net proceeds of the offerings will be used for exploration and development of the company's mineral projects in Saskatchewan and for working capital and general corporate purposes. The company will use an amount equal to the gross proceeds from the sale of the FT shares, pursuant to the provisions of the Income Tax Act (Canada), to incur eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures as both terms are defined in the Income Tax Act (Canada) and in the case of the SK FT shares to incur eligible flow-through mining expenditures within the meaning of the Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan) related to the company's mineral projects located in Saskatchewan on or before Dec. 31, 2025, and will renounce all of the qualifying expenditures in favour of the subscribers of the FT shares with an effective date not later than Dec. 31, 2024.

The offerings will result in the issuance of a number of common shares greater than 25 per cent of the company's currently issued and outstanding common shares, and as a result, will require shareholder approval under the rules of the Toronto Stock Exchange. As a result, the offerings are expected to be completed in two tranches, with the first tranche scheduled to close on or about Aug. 8, 2024, or such other date as the company and the agents may agree for all placements other than a portion of shares being subscribed for by Fairfax Financial Holdings Ltd. and Agnico Eagle, and the second tranche for that number of common shares in excess of the 25-per-cent threshold that are to be subscribed for by Fairfax and Agnico Eagle, to be completed as soon as practicable once shareholder approval has been obtained.

The completion of the offerings is subject to certain additional conditions, including, but not limited to, the execution of an agency agreement, the execution of a revised subscription agreement with Agnico, and the receipt of all necessary regulatory and other approvals, including that of the TSX.

The securities issued pursuant to the offerings shall be subject to a four-month-plus-one-day hold period commencing on the day of the closing of the offerings under applicable Canadian securities laws.

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 our stakeholders, while also safeguarding the environment. The McIlvenna Bay project is located entirely within the documented traditional territory of the Peter Ballantyne Cree Nation, comprises the infrastructure and works related to predevelopment and advanced exploration activities of the company, and hosts the McIlvenna Bay deposit and Tesla zone. The company also owns the Bigstone deposit, a resource development-stage deposit located 25 kilometres southwest of the McIlvenna Bay property.

The McIlvenna Bay deposit is a copper-zinc-gold-silver-rich 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. The McIlvenna Bay property 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 Mining's ground in eastern Saskatchewan, a distance of over 225 km.

The McIlvenna Bay deposit is the largest undeveloped VHMS deposit in the region. The company announced the results from its National Instrument 43-101-compliant technical report on the 2022 feasibility study for the McIlvenna Bay deposit 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 the 2022 feasibility study on April 14, 2022, with an effective date of Feb. 28, 2022. The company also filed an NI 43-101 technical report for the Bigstone deposit resource estimate on Jan. 21, 2021, as amended on Feb. 1, 2022. Investors are encouraged to consult the full text of these technical reports, which may be found on the company's profile on SEDAR+.

The company's head office is located at 409 Granville St., Suite 904, Vancouver, B.C., Canada, V6C 1T2. Common shares of the company are listed for trading on the Toronto Stock Exchange under the symbol FOM and on the OTCQX under the symbol FMCXF.

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