VANCOUVER. BC, Jan. 6, 2025 /CNW/ - Filo Corp. (TSX: FIL) (Nasdaq First North Growth Market: FIL) (OTCQX: FLMMF) ("Filo" or the "Company") is pleased to announce that the deadline for registered shareholders (the "Registered Shareholders") of the issued and outstanding common shares of Filo (the "Filo Shares") and for holders of stock options of Filo (the "Optionholders") to make elections in respect of the consideration receivable pursuant to the Arrangement (as defined below) is 5:00 P.M. (Toronto Time) on January 9, 2025 (the "Election Deadline"). PDF Version
The letter of transmittal and election form (the "Letter of Transmittal") outlines the necessary documentation and information required to be sent to the depositary for the Arrangement, 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. For complete instructions, please refer to the Letter of Transmittal previously mailed to Registered Shareholders and Optionholders on December 12, 2024 and also available under Filo's profile on SEDAR+ at www.sedarplus.ca and on the Company's corporate website at http://filocorp.com/investors/corporate-filings/.
All elections and deposits made under a Letter of Transmittal are irrevocable and may not be withdrawn.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 may be changed by depositing a new Letter of Transmittal with the Depositary on or prior to the Election Deadline. 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.
The Letter of Transmittal is for use by Registered Shareholders and Optionholders only. Beneficial (nonregistered) shareholders whose Filo Shares are registered in the name of a broker, investment bank, bank, trust company, custodian, nominee or other intermediary (each, an "Intermediary") should contact that Intermediary for instructions and assistance in making an election.
Shareholders who hold Filo Shares directly or indirectly through the central securities depository in Sweden run by Euroclear Sweden AB ("Euroclear Holders") do not need to submit a Letter of Transmittal. For complete instructions for Euroclear Holders, please refer to the press release of the Company dated December 11, 2024.
Filo is also pleased to announce that it has obtained all key regulatory approvals required to complete the previously announced 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 Filo Shares not already owned by the Purchaser Parties and their respective affiliates (the "Arrangement").
Subject to the satisfaction or waiver of the remaining conditions to implementing the Arrangement, it is expected that the Arrangement will close on or about January 15, 2025.
Following completion of the Arrangement, the Filo Shares will be delisted from the Toronto Stock Exchange and the Nasdaq First North Growth Market. An application will also be made for the Company to cease to be a reporting issuer in the applicable jurisdictions following completion of the Arrangement.
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 January 6, 2025 at 1:00 am EST.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION: 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; the expected timing of closing of the Arrangement; and the expected timing of delisting from stock exchanges, 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 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 Sets Election Deadline and Announces Anticipated Closing Date in Connection with the Acquisition by BHP and Lundin Mining (CNW Group/Filo Corp.)
