Foran Non-Brokered Private Placement Closes

Over-subscribed by $210,000

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia, April 29, 2020 (GLOBE NEWSWIRE) -- Foran Mining Corporation (TSX-V: FOM) (the “Company” or “Foran”) is pleased to announce that further to its News Release issued April 9, 2020, it has now closed a non-brokered private placement of 7,100,000 units at $0.10 per unit (each a “Unit”) for gross proceeds of $710,000 (the “Offering”).

Each Unit consists of one common share of the Company (a “Common Share”) and one half of one Common Share purchase warrant (each whole Common Share purchase Warrant a “Warrant”). Each whole Warrant entitles the holder (“Warrant Holder”) thereof to acquire a Common Share at a price of $0.15 for thirty-six months following the issuance of Warrants, provided that in the event the closing price of Common Shares on the TSX Venture Exchange (the “TSXV”) equals or exceeds $0.20 for any ten (10) consecutive trading days subsequent to the expiry of the statutory four months and a day holding period after the closing of the Offering, the Company shall have an option to accelerate the term of the Warrants by providing the Warrant Holders with a notice of an earlier expiry date for the Warrants. In such event, the Warrants shall expire thirty (30) calendar days from the date of such notice.

A total of 1,400,000 Units, representing gross proceeds of $140,000, were acquired by Insiders of Foran, including Units acquired by persons for accounts over which directors and/or officers of Foran have direction and control (the “Insider Purchases”). The Insider Purchases constituted a ‘related party transaction’ under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Offering was approved by all of the non-interested directors of the Company; the interested directors (and officers) abstained from approval of this matter. The Insider Purchases are exempt from the valuation and minority approval requirements of MI 61-101 on the basis that no securities of the Company are listed or quoted on any specified markets, namely the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS market operated by PLUS Markets Group plc, and at the time the Offering was agreed to, neither the fair market value of the Shares nor the consideration to be received for those Shares, insofar as the Offering involved interested parties, exceeded $2,500,000.