Mr. James Steels reports

FORAN CLOSES US$250M UPSIZED PROJECT FINANCE CREDIT FACILITY

Foran Mining Corp. has executed an amended and restated credit agreement and closing of its upsized $250-million (U.S.) senior secured project credit facility with a fund managed by Sprott Resource Lending Corp. Funds from the credit facility will be used toward construction of the McIlvenna Bay project in east-central Saskatchewan, as well as general corporate purposes.

Credit facility details

The credit facility consists of a $250-million (U.S.) non-revolving facility with a maturity date of Sept. 30, 2031. The credit facility amends and restates in its entirety the company's original $150-million (U.S.) senior secured project finance credit facility and has no requirements for hedging, production-linked payments or the issuance of warrants.

Upon closing, Foran received a second advance of $28-million (U.S.) from tranche A of the credit facility, bringing total advances to date under that tranche to $57.5-million (U.S.), exclusive of capitalized interest. Subsequent advances are available to the company upon the satisfaction of customary terms and conditions precedent.

Additionally, and in accordance with the amended and restated credit agreement, gross proceeds of $100-million (U.S.) have been advanced into a debt proceeds account (DPA), net of a 3.00 per cent original issue discount, under tranche B. Funds advanced to the DPA will accumulate interest immediately and proceeds from the DPA will be released to the company upon satisfaction of certain release conditions. The company will be able to draw against the credit facility up until the end of the availability period on March 31, 2026. The company expects advancements into the DPA to be presented as restricted cash within its statement of financial position.

Interest shall accrue at an unchanged floating rate equal to 6.95 per cent per annum plus the greater of (i) three-month term SOFR (secured overnight financing rate data) and (ii) 2.00 per cent per annum. Interest is payable quarterly and 100 per cent of interest costs may be capitalized until March 31, 2026. The company shall also pay annual anniversary interest to Sprott beginning in Q1 2027, equal to 2.00 per cent of the aggregate outstanding facility balance, inclusive of all capitalized interest, on the payment date. The anniversary interest is payable in cash or shares at the company's election and is not due as of and from either a change of control of the company or any potential refinancing of the facility.

Principal repayments will commence on June 30, 2027, and Foran shall pay to Sprott equal repayments of the principal amount of the credit facility, including capitalized interest and other costs, in an amount equal to 2.65 per cent of the outstanding principal amount of the credit facility on a quarterly basis until June 30, 2031. The remainder of the scheduled principal payments are due upon the maturity date.

Additionally, Sprott has the right to sweep proceeds received by the company from any investment tax credits (ITC) received up to a total of $100-million (U.S.). Any ITC sweep repayments shall be applied as principal payments against scheduled amortization payments, in reverse order of the maturity date, and shall only occur after the company has received $25-million (U.S.) of potential ITC proceeds.

James Steels, Foran's chief financial officer, commented: "Partnering with Sprott on this expanded credit facility highlights the robust nature of the McIlvenna Bay project and the critical need for new greenfield sources of essential minerals. This expanded facility not only provides Foran with the flexibility to fully realize the value of McIlvenna Bay but also enables us to maximize risk-adjusted returns for our shareholders, while creating value for all our stakeholders and partners. We are grateful for Sprott's growing support as we continue construction and prepare for McIlvenna Bay's transition to producer status."

Narinder Nagra, managing partner of Sprott, commented: "As one of the largest investors and financier to the natural resource sector, Sprott is excited to expand its partnership with Foran. Our unique financing structure allows Foran to advance with the development of its McIlvenna Bay project and highlights our approach of offering innovative and flexible capital to unlock the full potential of exceptional projects. We are excited to continue our partnership with Foran on its journey to becoming a premier critical metals producer."

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 its 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 development 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 (km) southwest of the McIlvenna Bay property.

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

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 TSX under the symbol FOM and on the OTCQX under the symbol FMCXF.

We seek Safe Harbor.