Mr. Dan Myerson reports

FORAN ANNOUNCES PRICING OF $350M NON-BROKERED PRIVATE PLACEMENT

Foran Mining Corp. has priced the previously announced non-brokered private placement of common shares of the company for gross proceeds of $350-million (see Foran press release dated May 13, 2025).

The private placement will consist of the issuance of 116,666,667 common shares at a price of $3 per common share for gross proceeds of $350-million. The private placement will consist of a subscription for approximately $156-million from Canada Growth Fund Inc., approximately $90-million from Agnico Eagle Mines Ltd., approximately $75-million from certain affiliates of Fairfax Financial Holdings Ltd. and approximately $28-million from a significant institutional equity investor. As part of the private placement, Foran's executive chairman and chief executive officer Dan Myerson will subscribe for approximately $1-million of the offering.

The net proceeds from the offering will be used to complete construction at McIlvenna Bay, as well as for advancing exploration at near-mine and regional targets.

Yannick Beaudoin, president and chief executive officer of Canada Growth Fund Investment Management Inc., commented: "Canada has a strategic advantage in critical minerals, and CGF is committed to building strong supply chains for these minerals from extraction to end use. CGF is pleased to participate in this investment alongside top-tier investors and mining operators who share CGF's ambition to better leverage Canada's abundance of natural resources and improve Canada's competitiveness."

Mr. Myerson commented: "This financing marks another key milestone towards realizing our vision for the McIlvenna Bay project. Fairfax and Agnico Eagle are existing shareholders, and we are proud and grateful to welcome Canada Growth Fund as a new strategic shareholder of Foran."

The private placement will result in the issuance of a number of common shares that exceed 25 per cent of the company's currently issued and outstanding common shares, and, as such, is subject to shareholder approval in accordance with the rules of the Toronto Stock Exchange. As a result, the offering is expected to be completed in two tranches, with the first tranche of approximately $296-million expected to close on or about May 28, 2025. Closing of the first tranche is subject to customary conditions, including, but not limited to, the conditional approval of the TSX.

To complete the second tranche of the offering of approximately $54-million, the company will be calling a special meeting of shareholders as soon as practicable to seek approval for the issuance of such shares. Closing of the second tranche will occur as soon as practicable following shareholder approval.

In connection with the offering, the company has agreed to enter into an investor rights agreement with CGF on the closing of the first tranche, which will contain customary terms for a transaction of this nature. The company will also enter into an amended and restated investor rights agreement with Agnico Eagle in conjunction with closing of the first tranche of the offering.

The securities to be issued pursuant to the offering will be subject to a four-month-plus-one-day hold period commencing on the day of the closing of the offering 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 and empowering communities while creating value for its stakeholders. 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 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 km 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 km.

The McIlvenna Bay deposit is the largest undeveloped VHMS deposit in the region. The company filed its National Instrument 43-101-compliant 2025 technical report on the McIlvenna Bay project, Saskatchewan, Canada, on March 12, 2025, with an effective date and report date of March 12, 2025, outlining a mineral resource in respect of the McIlvenna Bay deposit estimated at 38.6 million tonnes grading 2.02 per cent copper equivalent in the indicated category and an additional 4.5 Mt grading 1.71 per cent CuEq in the inferred category. Investors are encouraged to consult the full text of the 2025 technical report, which is available on SEDAR+ under the company's profile.

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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