VANCOUVER, BC, Dec. 11,
2024 /CNW/ - Filo Corp. (TSX: FIL)
(Nasdaq First North Growth Market: FIL) (OTCQX:
FLMMF) ("Filo" or the "Company") is pleased to
announce the publication of a Swedish short form document (the
"Short Form Document") prepared in accordance with Article
1.4 da) and Annex IX of Regulation (EU) 2017/1129 (the "EU
Prospectus Regulation") prepared by Lundin Mining Corporation
(TSX: LUN) (OMX: LUMI) ("Lundin Mining") in connection with
the previously announced arrangement (the "Arrangement")
involving, among others, the Company, BHP Investments Canada Inc.
("BHP", and together with Lundin Mining, the "Purchaser
Parties"), a wholly-owned subsidiary of BHP Group Limited, and
Lundin Mining, pursuant to which the Purchaser Parties will, among
other things, acquire all of the issued and outstanding common
shares of the Company (the "Filo Shares") not already owned
by the Purchaser Parties and their respective affiliates. The Short
Form Document was filed with the Swedish Financial Supervisory
Authority ("SFSA") (Sw. Finansinspektionen) on December 10, 2024, and is available on Lundin
Mining's website at www.lundinmining.com. The Short Form Document
does not constitute a prospectus within the meaning of the EU
Prospectus Regulation and has not been subject to the scrutiny and
approval by the SFSA. PDF Version
The Short Form Document sets out, among other things, the
election period during which Filo shareholders who hold their Filo
Shares through Euroclear Sweden AB (the "Euroclear
Holders"), which trade on the Nasdaq First North Growth Market,
can make an election as to the form of consideration to be received
by such Euroclear Holders pursuant to the Arrangement.
Euroclear Holders who wish to make an election as to the form of
consideration to be received by such Euroclear Holder pursuant to
the Arrangement must make an election during the period from
December 16, 2024 to January 7, 2025 at 15:00 CET (the
"Euroclear Election Period"). Lundin Mining has reserved the
right to extend the Euroclear Election Period. Any extension of the
Euroclear Election Period will be communicated by Lundin Mining by
way of a press release not later than the date of the end of the
original Euroclear Election Period.
Euroclear Holders whose Filo Shares are directly registered with
Euroclear Sweden AB as of December 13,
2024 will be mailed a pre-printed election form (the
"Euroclear Election Form"). In order to make an election as
to the form of consideration to be received pursuant to the
Arrangement, such Euroclear Holders must sign and submit a duly
completed Euroclear Election Form to Nordic Issuing AB ("Nordic
Issuing"), in the manner stated on the Euroclear Election Form,
so that it may be received by Nordic Issuing before the end of the
Euroclear Election Period. A Euroclear Election Form can also be
ordered from Nordic Issuing via e-mail info@nordic-issuing.se.
Euroclear Holders whose Filo Shares are registered in the name
of a nominee will not receive a Euroclear Election Form. Election
must be made in accordance with instructions from the nominee. All
Euroclear Holders should note that they will receive any cash
consideration for their Filo Shares in SEK.
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. 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.
The Company intends to submit an application for the delisting
of the Filo Shares from Nasdaq First North Growth Market. It is
expected that the Filo Shares will be delisted from the Toronto
Stock Exchange and Nasdaq First North Growth
Market (subject to Nasdaq First North Growth Market's
approval) as soon as practicable following the completion of the
Arrangement. The Toronto Stock Exchange has conditionally
approved the Arrangement and the delisting of the Filo Shares from
the Toronto Stock Exchange following the closing of the
Arrangement and the listing of the Lundin Mining shares to be
issued in connection with the Arrangement, subject in each case to
the delivery of certain closing documentation.
For a Euroclear Holder whose Filo Shares are registered in the
name of a nominee and have questions regarding administration of
the Filo Shares in the Arrangement, please contact the relevant
nominee. For other questions regarding the administration of the
Arrangement in Sweden, please
contact Nordic Issuing via telephone +46 8 40 632 00 20 or by
e-mail, info@nordic-issuing.se.
Additional information for Euroclear Holders, including
information on the terms of the Arrangement, are further described
in Filo's management information circular dated August 26, 2024, a copy of which is available on
SEDAR+ under the Company's profile at www.sedarplus.ca and on the
Company's website at
https://filocorp.com/investors/corporate-filings/.
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 11, 2024 at
10:00 pm EST.
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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 expected timing of
closing of the Arrangement; the mailing of the Euroclear Election
Forms and the expected timing thereof; and the Euroclear Election
Period and any extensions thereof, 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 and relevant stock exchange
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.
SOURCE Filo Corp.