VANCOUVER, BC, Jan. 15,
2025 /CNW/ - Filo Corp. (TSX: FIL)
(Nasdaq First North Growth Market: FIL) (OTCQX:
FLMMF) ("Filo" or the "Company") is pleased to
announce the completion of 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"), pursuant to which BHP and Lundin Mining, among other
things, acquired all of the issued and outstanding common shares of
Filo (the "Filo Shares") not already owned by
BHP, Lundin Mining or their respective affiliates (the
"Arrangement"). PDF Version
Jamie Beck, President, CEO and
Director of Filo said, "As our stewardship of Filo del Sol comes
to an end, we'd like to thank our shareholders and stakeholders for
their support throughout the years, and we look forward to
following BHP and Lundin Mining's joint progress in the Vicuña
district."
The Filo Shares not already owned by BHP, Lundin Mining or their
respective affiliates were acquired pursuant to the Arrangement for
consideration to each holder of Filo Shares (each, a
"Shareholder") comprised of, at such Shareholder's election:
(i) C$33.00 in cash for each
Filo Share held (the "Cash
Consideration"), or (ii) 2.3578 common shares in the capital
of Lundin Mining (each whole common share, a "Lundin
Mining Share") for each Filo
Share held (the "Share Consideration"), plus
for each whole Lundin Mining Share issued to such Shareholder,
C$0.0001 in cash paid to such
Shareholder (the "Share Consideration Cash"),
or (iii) a combination of the Cash Consideration and the Share
Consideration and Share Consideration Cash in exchange for the
aggregate number of Filo Shares in respect of which such election
was made.
Results of Election
Elections or deemed elections were made: (i) for the Cash
Consideration in respect of approximately 103.1 million Filo
Shares, and (ii) for the Share Consideration and Share
Consideration Cash in respect of 22.7 million Filo Shares. Filo
Shares in respect of which the Cash Consideration was elected (or
deemed to have been elected) were subject to pro-ration and on an
aggregate basis Shareholders will receive approximately
C$27.49 in cash and approximately
0.3937 Lundin Mining Shares for each Filo
Share held, subject to adjustment to account for rounding.
Filo Shares in respect of which Share Consideration was elected
were not subject to pro-ration, but were subject to adjustment to
account for rounding. Upon closing of the Arrangement, existing
Lundin Mining shareholders and former Filo shareholders own
approximately 89.16% and 10.84% of Lundin Mining, respectively.
Delisting of Filo Shares
The Filo Shares are expected to be delisted from the Toronto
Stock Exchange and the Nasdaq First North Growth Market at the
close of such markets on January 17,
2025. Filo is a reporting issuer in each of the provinces of
Canada (the
"Jurisdictions") and will apply to cease to be a reporting
issuer in each Jurisdiction.
Required Early Warning Report Information
Vicuña Corp. ("Vicuña")
1055 Dunsmuir Street
Suite 2800, Bentall IV
Vancouver, BC V7X 1L2
Vicuña is a corporation organized under the federal laws of
Canada. Following completion of
the Arrangement, the principal business of Vicuña is the
exploration and development of the Filo del Sol project and the
Josemaria project. BHP and Lundin Mining each own 50% of
Vicuña.
Pursuant to the Arrangement, 137,528,011 Filo Shares,
representing all of the issued and outstanding Filo Shares,
including those Filo Shares already owned by BHP or Lundin Mining,
were transferred to Vicuña.
Immediately prior to the completion of the Arrangement, Vicuña
owned nil Filo Shares, Lundin Mining owned 2,264,924 Filo Shares,
representing approximately 1.7% of the issued and outstanding Filo
Shares, and BHP owned 9,521,982 Filo Shares, representing 7.0% of
the issued and outstanding Filo Shares.
Immediately following the completion of the Arrangement, Vicuña
owns 137,528,011 Filo Shares, representing 100% of the issued and
outstanding Filo Shares.
Pursuant to the terms of the Arrangement, the total
consideration consisted of maximum cash consideration of
approximately C$2,833 million, a maximum of approximately 94.1
million Lundin Mining Shares and the Share Consideration
Cash. The Cash Consideration was subject to pro-ration. In
addition, no Shareholder was permitted to receive Lundin Mining
Shares insofar as such Shareholder, either alone or together with
its affiliates and other persons acting jointly or in concert with
such Shareholder, would, after the receipt of Lundin Mining Shares
beneficially own or control greater than 19.99% of the outstanding
Lundin Mining Shares, immediately following completion of the
Arrangement.
Any cash payments for Filo Shares traded on Nasdaq First North
Growth Market were paid in Swedish kronor in accordance with
Euroclear Sweden principles.
The purpose of the Arrangement was for Vicuña to acquire all of
the issued and outstanding Filo Shares. Following completion of the
Arrangement, BHP and Lundin Mining each own, directly or
indirectly, as applicable, a 50% interest in Vicuña.
A copy of the early warning report of Vicuña in connection with
its acquisition of the Filo Shares will be filed under Filo's
profile on SEDAR+ and can be obtained by contacting Vicuña as set
out below.
Annie Laurenson, Corporate
Secretary: +1 604 806 3061
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 15, 2025 at
12:30 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 expected timing of delisting from stock exchanges, Filo's
application to cease to be a reporting issuer in the Jurisdictions
and the filing of the early warning report of Vicuña in connection
with its acquisition of the Filo Shares on Filo's SEDAR+
profile, 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 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.
