Foran Mining Announces Leading Independent Proxy Advisory Firm ISS Recommends Foran Shareholders Vote "FOR" the Proposed Arrangement with Eldorado Gold; Shareholders Reminded to Vote Today
MWN-AI** Summary
Foran Mining Corporation (TSX: FOM) announces a favorable recommendation from leading independent proxy advisory firm Institutional Shareholder Services (ISS) regarding its proposed arrangement with Eldorado Gold Corporation. In a recent report, ISS advises Foran shareholders to vote "FOR" the arrangement, highlighting the strategic rationale for the merger, including potential benefits in diversification, growth opportunities, and financial flexibility.
The special meeting for Foran's securityholders is set for April 7, 2026, where shareholders will vote on the agreement where Eldorado will acquire all outstanding Foran common shares. Each Foran shareholder, aside from dissenters, will receive 0.1128 of an Eldorado share along with $0.01 in cash for each share held. Upon completion, Foran will operate as a wholly-owned subsidiary of Eldorado.
Dan Myerson, Executive Chairman and CEO of Foran, expressed optimism regarding ISS's endorsement, emphasizing the transaction’s alignment with Foran’s strategic objectives. The Board of Directors has unanimously recommended shareholders vote in favor of the arrangement, reinforcing its disciplined, value-focused approach.
Shareholders are strongly encouraged to vote ahead of the deadline set for April 2, 2026, since early voting is crucial as intermediaries may impose cut-off times for beneficial holders. For any assistance or inquiries regarding the voting process, shareholders can reach out to Laurel Hill Advisory Group.
Foran, committed to producing critical minerals to support a sustainable future, is advancing projects like the McIlvenna Bay deposit, situated in a historically productive mining region. The company believes this arrangement positions both entities for enhanced long-term growth and value creation.
MWN-AI** Analysis
Foran Mining Corporation (TSX: FOM) is currently at a pivotal juncture with its proposed arrangement to be acquired by Eldorado Gold Corporation. The recent endorsement from Institutional Shareholder Services (ISS), a leading independent proxy advisory firm, to vote “FOR” this arrangement underscores its strategic value. Shareholders should be attentive to this recommendation and take decisive action ahead of the impending proxy voting deadline on April 2, 2026.
The proposal is particularly attractive as it provides Foran shareholders with a clear financial motivation: holders will receive a combination of Eldorado shares and a nominal cash payment. This structure not only facilitates a smoother financial transition but also aligns both companies’ operational theater, potentially unlocking greater value.
The strategic rationale outlined by ISS highlights the diversification benefits and enhanced growth potential for the combined entity. The merger aims to capitalize on Foran's robust mineral assets, especially the McIlvenna Bay project, situated in a historically prolific mining district. By integrating operations under Eldorado, shareholders stand to benefit from improved financial flexibility and exploration upside, positioning them well in a rapidly evolving commodity landscape.
Investors should carefully consider the analysis provided by independent parties like ISS, which suggests that a vote in favor of the arrangement could yield significant returns in the long run. Given the unanimous support from Foran's Board, it is evident that this transaction has been deemed a critical step toward contributing to a sustainable and profitable mining future.
In conclusion, shareholders are encouraged to act promptly and vote "FOR" the arrangement, leveraging the unique opportunities presented by this merger. With the backing of ISS and an opportunity for meaningful appreciation of their investment, now is an opportune time for stakeholders to affirm their commitment to this strategic growth plan.
**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.
Canada NewsWire
- ISS cites strategic rationale, valuation and process in issuing its endorsement of the Arrangement with Eldorado Gold
- Your vote is important. Vote well in advance of the proxy voting deadline on Thursday, April 2, 2026 at 10:00 a.m. (Vancouver time).
- Shareholder questions or need voting assistance? Please contact Laurel Hill Advisory Group by email at assistance@laurelhill.com, by calling, 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (outside North America), or by texting "INFO" to either number.
VANCOUVER, BC, March 25, 2026 /CNW/ - Foran Mining Corporation (TSX: FOM) (OTCQX: FMCXF) ("Foran" or the "Company") is pleased to announce that leading independent proxy advisory firm Institutional Shareholder Services, Inc. ("ISS"), recommended that the Company's shareholders vote FOR the proposed plan of arrangement involving Eldorado Gold Corporation ("Eldorado"), Foran Mining Corporation ("Foran") and the securityholders of Foran (the "Arrangement").
The special meeting of Foran securityholders to consider and vote on the Arrangement is scheduled for Tuesday, April 7, 2026 at 1:00 p.m. (Toronto time) at the offices of McCarthy Tétrault LLP located at Suite 5300, 66 Wellington Street West, Toronto, Ontario (the "Meeting").
Under the Arrangement, Eldorado will acquire all of the issued and outstanding Foran common shares. Each Foran shareholder (other than certain dissenting shareholders) will receive 0.1128 of an Eldorado share and $0.01 in cash for each Foran common share held, subject to adjustment for fractional shares. Upon completion of the Arrangement, Foran will become a wholly-owned subsidiary of Eldorado.
ISS Recommendation
In its report, ISS found that "strategic rationale makes sense, as the resulting issuer may benefit from diversification, increased growth, exploration upside, financial flexibility, and re-rating potential" in issuing its endorsement of the Arrangement.
"We are pleased that ISS has recognized the merits of this transaction and the disciplined, value-focused rationale supporting it," said Dan Myerson, Executive Chairman and Chief Executive Officer. "Foran's Board unanimously recommends that shareholders vote FOR the proposed arrangement with Eldorado Gold, and we encourage all shareholders to vote well in advance of the deadline."
ISS has also issued a report on the Eldorado special meeting, similarly recommending shareholders of Eldorado vote FOR the share issuance resolution.
As an independent proxy advisory firm, ISS has approximately 3,400 clients including many of the world's leading institutional investors who rely on ISS' objective and impartial analysis to make important voting decisions.
Board Recommendation & Rationale
The Board of Directors of Foran recommends that shareholders vote FOR the Arrangement. Highlights of the transaction include:
- Unanimous board support: Foran's Board of Directors unanimously approved the Arrangement and recommends that shareholders vote FOR the Arrangement.
- Strategic alignment: the transaction is aligned with Foran's strategy and is expected to strengthen the combined company's long-term growth profile through a disciplined, value-focused combination.
- Transaction structure: upon completion of the Arrangement, Eldorado will acquire all of the issued and outstanding Foran common shares and Foran will become a wholly-owned subsidiary of Eldorado.
- Independent financial review: independent fairness opinions were obtained in connection with the Arrangement.
Questions & Assistance
Your vote is important, no matter how many shares you own. Eldorado shareholders and Foran securityholders are urged to vote as early as possible and well in advance of the proxy voting deadline on April 2, 2026 at 10:00 a.m. (Vancouver time), as intermediaries often impose earlier cut-off times for beneficial holders.
If you require assistance voting your shares or have questions about the voting process, please contact Foran's proxy solicitation agent:
Laurel Hill Advisory Group
North American Toll-Free: 1-877-452-7184
Outside North America (Collect): 1-416-304-0211
Email: assistance@laurelhill.com
Shareholders may also text "INFO" to 1-877-452-7184 or 1-416-304-0211 for assistance.
About Foran Mining
Foran Mining is a near-term critical minerals producer, committed to supporting a greener future and empowering communities while creating value for our stakeholders. The McIlvenna Bay project is located 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 McIlvenna Bay Deposit is a copper-zinc-gold-silver rich 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, Manitoba, and is part of the world class Flin Flon Greenstone Belt that extends from Snow Lake, Manitoba, through Flin Flon to Foran's ground in eastern Saskatchewan, a distance of over 225 km.
The Company filed its NI 43-101 compliant 2025 Technical Report on the McIlvenna Bay Project, Saskatchewan, Canada (the "2025 Technical Report") 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 Mt grading 2.02% CuEq in the Indicated category and an additional 4.5 Mt grading 1.71% CuEq in the Inferred category. Investors are encouraged to consult the full text of the 2025 Technical Report which is available on SEDAR+ at www.sedarplus.ca under the Company's profile. The Company's head office is located at 409 Granville Street, Suite 904, Vancouver, BC, 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".
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This news release contains certain forward-looking information and forward-looking statements, as defined under applicable securities laws (collectively referred to herein as "forward-looking statements"). These statements relate to future events or the future performance of Foran Mining Corporation and reflect management's expectations and assumptions as of the date hereof or as of the date of such forward looking statement. Such forward-looking statements include, but are not limited, statements regarding our objectives and our strategies to achieve such objectives; our beliefs, plans, estimates, projections and intentions, and similar statements concerning anticipated future events; as well as specific statements in respect of expectations and plans regarding the proposed Arrangement, including timelines, consideration to be received, successful closing of the Arrangement, and receiving approvals in respect of the Arrangement; our ability to produce critical minerals in the near term; our commitment to support a greener future and empower communities while creating value for our stakeholders; expectations regarding our development and advanced exploration activities; and our 2025 Technical Report. All statements other than statements of historical fact are forward-looking statements. The forward-looking statements in this news release speak only as of the date of this news release or as of the date specified in such statement.
Inherent in forward-looking statements are known and unknown risks, estimates, assumptions, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements contained in this news release. These factors include management's belief or expectations relating to the following and, in certain cases, management's response with regard to the following: the Company's reliance on the McIlvenna Bay Property; closing of the Arrangement; the Company is exposed to risks related to mineral resources exploration and development; the Company has no history of mineral production; the Company's operations are subject to extensive environmental, health and safety regulations; mining operations involve hazards and risks; and the additional risks identified in our filings with Canadian securities regulators on SEDAR+ in Canada (available at www.sedarplus.ca). The forward-looking statements contained in this news release reflect the Company's current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by the Company, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies. These assumptions include the availability of funds for the Company's projects; availability of equipment; sustained labour stability with no labour-related disruptions; successful closing of the Arrangement; all necessary permits, licenses and regulatory approvals are received in a timely manner; and the ability to comply with environmental, health and safety laws. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended.
Readers are cautioned not to place undue reliance on forward-looking statements and should note that the assumptions and risk factors discussed in this press release are not exhaustive. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward looking statements contained in this press release. All forward-looking statements herein are qualified by this cautionary statement. The Company disclaims any intention or obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law. Additional information about these assumptions, risks and uncertainties is contained in our filings with securities regulators on SEDAR+ in Canada (available at www.sedarplus.ca).
SOURCE Foran Mining Corporation
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FAQ**
How does the ISS endorsement impact shareholder confidence in the proposed arrangement between Foran Mining Corp. (FMCXF) and Eldorado Gold, and what specific strategic benefits were highlighted by ISS?
What are the potential risks or concerns that Foran Mining Corp. (FMCXF) shareholders should consider before voting on the arrangement with Eldorado Gold, considering the market's response to similar transactions?
Could Foran Mining Corp. (FMCXF) shareholders expect any changes to the company's operational strategy or management structure post-arrangement with Eldorado Gold, and how might this affect long-term growth?
What measures has Foran Mining Corp. (FMCXF) taken to ensure a smooth transition into a wholly-owned subsidiary of Eldorado Gold, and how will that affect current project timelines, especially regarding the McIlvenna Bay project?
**MWN-AI FAQ is based on asking OpenAI questions about Foran Mining Corporation (TSXVC: FOM:CC).
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