VANCOUVER, BC, Sept. 26,
2024 /CNW/ - Filo Corp. (TSX: FIL)
(Nasdaq First North Growth Market: FIL) (OTCQX:
FLMMF) ("Filo" or the "Company") is pleased to
announce that the shareholders of the Company (the
"Shareholders"), at the special meeting of Shareholders held
today (the "Meeting"), approved an arrangement (the
"Arrangement") involving, among others, the Company, BHP
Investments Canada Inc. ("BHP"), a wholly-owned subsidiary
of BHP Group Limited, and Lundin Mining Corporation (TSX: LUN)
(OMX: LUMI) ("Lundin Mining", and together with BHP,
the "Purchaser Parties") pursuant to a court-approved plan
of arrangement under section 192 of the Canada Business
Corporations Act (the "Plan of Arrangement") whereby the
Purchaser Parties will, among other things, acquire all of the
issued and outstanding common shares of Filo (the "Filo
Shares") not already owned by the Purchaser Parties and their
respective affiliates, all in accordance with the terms of the
arrangement agreement dated July 29,
2024 among the Company, Lundin Mining and BHP (as amended,
supplemented or otherwise modified from time to time, the
"Arrangement Agreement"). View PDF
The special resolution approving the Arrangement (the
"Arrangement Resolution") was approved by: (i) 99.99% of the
votes cast on the Arrangement Resolution by Shareholders present
virtually or represented by proxy at the Meeting and entitled to
vote at the Meeting; and (ii) 99.99% of the votes cast on the
Arrangement Resolution by Shareholders present virtually or
represented by proxy at the Meeting and entitled to vote at the
Meeting, excluding for the purposes of (ii) the votes cast in
respect of Filo Shares held or controlled by persons described in
items (a) through (d) of Section 8.1(2) of Multilateral Instrument
61-101 – Protection of Minority Security Holders in
Special Transactions.
The Arrangement is subject to customary closing conditions for a
transaction of this nature, including, among other things,
regulatory approvals and relevant stock exchange approvals. The
Arrangement is also subject to the approval of the Ontario Superior
Court of Justice (Commercial List) (the "Court"). The
anticipated hearing date for the application for the final order of
the Court (the "Final Order") is October 2, 2024. Subject to obtaining the Final
Order and the satisfaction or waiver of the conditions to
implementing the Arrangement as set out in the Arrangement
Agreement, the Arrangement is anticipated to be completed in the
first quarter of 2025.
The terms of the Arrangement, including the conditions to
implementing the Arrangement, are further described in Filo's
management information circular dated August
26, 2024 (the "Circular").
A letter of transmittal and election form (the "Letter of
Transmittal") explaining how to exchange Filo Shares (including
Filo Shares to be received in exchange for In-the-Money Filo
Options (as defined in the Circular) pursuant to the Plan of
Arrangement), for the consideration payable under the Arrangement
will be mailed to each registered Shareholder and holder of stock
options of Filo. Filo will issue a news release announcing the
mailing of the Letter of Transmittal and confirming the relevant
procedures and deadlines in connection therewith. The Letter of
Transmittal will also be posted on Filo's website and under its
profile on SEDAR+ at www.sedarplus.ca.
About Filo Corp.
Filo is a Canadian exploration and development company focused
on advancing its 100% owned Filo del Sol copper-gold-silver deposit
located in San Juan Province, Argentina and adjacent Region III,
Chile. The
Company's shares are listed on the Toronto
Stock Exchange and Nasdaq First North Growth
Market under the trading symbol "FIL", and
on the OTCQX under the symbol "FLMMF".
Additional Information
The Company's certified adviser on the Nasdaq First North Growth
Market is Bergs Securities AB, +46 8 506 51703,
rutger.ahlerup@bergssecurities.se.
The information contained in this news release was accurate at
the time of dissemination, but may be
superseded by subsequent news release(s).
The information was submitted for publication by the contact
persons below on September 26, 2024
at 5:30 p.m. EDT.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING
INFORMATION:
This press release includes certain "forward-looking
information" and "forward-looking statements" (collectively
"forward-looking information") within the meaning of applicable
securities legislation. All statements, other than statements of
historical fact, included herein, including, without limitation,
the consummation and timing of the Arrangement; the satisfaction of
the conditions precedent to the Arrangement; the anticipated
hearing date for the Final Order and the receipt of the Final Order
thereat; the mailing of the Letters of Transmittal and the
procedures in connection therewith; and the expected timing of
closing of the Arrangement, may be forward-looking information.
Forward-looking information is frequently, but not always,
identified by words such as "expects", "anticipates", "believes",
"intends", "estimates", "potential", "possible", and similar
expressions, or statements that events, conditions, or results
"will", "may", "could", or "should" occur or be achieved.
Forward-looking information involves various risks and
uncertainties. There can be no assurance that such information will
prove to be accurate, and actual results and future events could
differ materially from those anticipated in such information.
Important factors that could cause actual results to differ
materially from the Company's expectations include failure to
receive the required Court and regulatory approvals to effect the
Arrangement; failure to satisfy or waive the closing conditions to
the Arrangement; changes in laws, regulations and government
practices; risks pertaining to the outbreak of the global
pandemics; government regulation of mining operations;
environmental risks; and other risks and uncertainties disclosed in
the Company's periodic filings with Canadian securities regulators
and in other Company reports and documents filed with applicable
securities regulatory authorities from time to time, including the
Company's Annual Information Form available under the
Company's profile at www.sedarplus.ca. The Company's
forward-looking information reflects the beliefs, opinions, and
projections on the date the statements are made. The Company
assumes no obligation to update the forward-looking information or
beliefs, opinions, projections, or other factors, should they
change, except as required by law.
SOURCE Filo Corp.
