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Filo Announces the Mailing and Filing of Letters of Transmittal and Election Forms in Connection with the Acquisition by BHP and Lundin Mining
VANCOUVER, BC, Dec. 12, 2024 /CNW/ - Filo Corp. (TSX: FIL) (Nasdaq First North Growth Market: FIL) (OTCQX: FLMMF) ("Filo" or the "Company") is pleased to announce that it has mailed and filed letters of transmittal and election forms (the "Letter of Transmittal") to the registered holders (the "Registered Shareholders") of common shares of Filo (the "Filo Shares") and to the holders of stock options of Filo (the "Optionholders") in connection with 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 which the Purchaser Parties will, among other things, acquire all of the issued and outstanding Filo Shares not already owned by the Purchaser Parties and their respective affiliates. PDF Version
The Letter of Transmittal outlines the necessary documentation and information required to be sent to the depositary for the transaction, Computershare Investor Services Inc. (the "Depositary"), by each Registered Shareholder and Optionholder in order to receive the consideration to which they are entitled under the Arrangement, and make an election with respect to the form of consideration they wish to receive.
The Letter of Transmittal is for use by Registered Shareholders and Optionholders only. Beneficial (non-registered) shareholders whose Filo Shares are registered in the name of a broker, investment banker, bank, trust company, custodian, nominee or other intermediary (each, an "Intermediary") should contact that Intermediary for instructions and assistance in depositing their Filo Shares and of the required documentation and making an election as to the form of consideration that they are entitled to receive on completion of the Arrangement and carefully following any instructions provided by such Intermediary. Shareholders who hold Filo Shares directly or indirectly through the central securities depository in Sweden run by Euroclear Sweden AB ("Euroclear Sweden") must complete, sign and return an election form to Nordic Issuing AB in accordance with the instructions set out therein and do not need to submit the Letter of Transmittal.
All elections and deposits made under a Letter of Transmittal are irrevocable and may not be withdrawn. However, an election made under a Letter of Transmittal on or prior to the election deadline (as specified in the Letter of Transmittal) may be changed by depositing a new Letter of Transmittal with the Depositary on or prior to the election deadline. Filo will announce the election deadline in a press release disseminated through nationally recognized wire services in Canada at least three (3) business days prior to such deadline.
In the event Registered Shareholders have not received a Letter of Transmittal due to the Canada Post labour disruption or other cause, copies of the Letter of Transmittal may be obtained under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's corporate website at http://filocorp.com/investors/corporate-filings/. In order to avoid any delays due to the postal disruption, the Company recommends that Registered Shareholders deposit with the Depositary certificate(s) representing their Filo Shares or DRS advice(s), together with the Letter of Transmittal and other required documents, by hand delivery to the Depositary as specified on the last page of the Letter of Transmittal; otherwise, the use of courier services, properly insured, is recommended.
Shareholders who hold Filo Shares directly or indirectly through Euroclear Sweden do not need to complete the Letter of Transmittal. Please refer to the Management Information Circular of Filo dated August 26, 2024 for more information, which may be obtained under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's corporate website at http://filocorp.com/investors/corporate-filings/.
Subject to the satisfaction or waiver of the conditions to implementing the Arrangement, the Arrangement is anticipated to be completed in the first quarter of 2025. Should the Arrangement not proceed for any reason, the deposited certificates and/or DRS advices representing Filo Shares (if applicable) and other relevant documents shall be returned.
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 December 12, 2024 at 9:00 pm EST.
This press release may contain 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; 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 regulatory approvals to effect the Arrangement; failure to satisfy or waive the closing conditions to the Arrangement; changes in laws, regulations and government practices; 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.
Filo Announces the Mailing and Filing of Letters of Transmittal and Election Forms in Connection with the Acquisition by BHP and Lundin Mining (CNW Group/Filo Corp.)
