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VANCOUVER, Aug. 30, 2019 /CNW/ - Filo Mining Corp.
(TSX-V:FIL) (Nasdaq First North:FIL) ("Filo Mining" or
the "Company") is pleased to announce that it has closed its
previously announced bought deal financing (the "Offering")
as well as the previously announced concurrent private placement
(the "Concurrent Private Placement") for aggregate gross
proceeds of approximately C$40
million.
Please view PDF version of News Release.
Pursuant to the Offering, a total of 7,275,000 common shares of
Filo Mining ("Shares") were sold at a price of
C$2.75 per Share (the "Issue
Price"), for aggregate gross proceeds of approximately
$20 million. The Offering was made
through a syndicate of underwriters led by BMO Capital Markets and
included National Bank Financial Inc., Haywood Securities Inc. and
Cormark Securities Inc. (collectively, the
"Underwriters").
Pursuant to the Concurrent Private Placement, a total of
7,272,727 Shares were sold at the Issue Price, for additional
aggregate gross proceeds of approximately C$20 million. The Shares issued pursuant to the
Concurrent Private Placement are subject to a statutory hold period
in Canada expiring on December 31, 2019.
The Company plans to use the net proceeds of the Offering and
the Concurrent Private Placement for exploration and development of
the Company's Filo del Sol project, for working capital, corporate
overhead and general and administrative purposes. The Company also
plans to use the net proceeds of the Offering to repay amounts
owing pursuant to outstanding debentures.
Zebra Holdings and Investments S.à.r.l ("Zebra") and
Lorito Holdings S.à.r.l ("Lorito"), are insiders of the
Company and held 22.91% and 7.75%, respectively, of the issued and
outstanding Shares, on a non-diluted basis, prior to the closing of
the Offering and the Concurrent Private Placement. Pursuant to the
Concurrent Private Placement, Zebra subscribed for 7,272,727 Shares
and Lorito subscribed for 1,818,182 Shares pursuant to the
Offering. Following completion of the Offering and the Concurrent
Private Placement, Zebra and Lorito hold 24,115,010 Shares and
7,518,182 Shares, respectively, representing 27.38% and 8.54%,
respectively, of the issued and outstanding Shares, on a
non-diluted basis. Such participation in the Offering and
Concurrent Private Placement constitutes a "related party
transaction" as defined in Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special
Transactions ("61-101"). The Offering is exempt from the
formal valuation and minority shareholder approval requirements of
61-101 as neither the fair market value of the securities issued to
related parties nor the consideration for such securities exceed
25% of the Company's market capitalization. The Company filed a
material change report less than 21 days before closing the
Offering as the shorter period was necessary in order to permit the
Company to close the Offering and Concurrent Private Placement in a
timeframe consistent with usual market practice for transactions of
this nature.
The Company has granted to the Underwriters an option (the
"Over-Allotment Option"), exercisable in whole or in part
for a period of 30 days from and including today's date, to
purchase up to an additional 1,091,250 Shares being 15% of the
Shares sold and issued pursuant to the Offering on the same terms
as set forth above. The Concurrent Private Placement may be
increased to adjust for the exercise of any or all of the
Over-Allotment Option as necessary so as to allow Zebra to maintain
its collective pro rata ownership of Filo Mining. If the
Over-Allotment Option is exercised in full, up to 1,090,909 Shares
may be purchased by Zebra.
The securities offered have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act") or any U.S. state securities laws, and may
not be offered or sold in the United
States or to, or for the account or benefit of, United States persons absent registration or
any applicable exemption from the registration requirements of the
U.S. Securities Act and applicable U.S. state securities laws. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States, nor shall there be any sale
of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Filo Mining
Filo Mining is a Canadian exploration and development company
focused on advancing its 100% owned Filo del Sol copper-gold-silver
deposit located in Chile's Region
III and adjacent San Juan Province, Argentina. Filo Mining is a member of the
Lundin Group of Companies.
Additional information
Filo Mining is listed on the TSX Venture Exchange
("TSX-V") and Nasdaq First North Exchange under the trading
symbol "FIL". The Company's certified advisor on Nasdaq First North
is Pareto Securities AB, +46 8 402 50 00,
certifiedadviser.se@paretosec.com.
This information is information that Filo Mining Corp. is
obliged to make public pursuant to the EU Market Abuse Regulation.
This information was submitted for publication, through the agency
of the contact person set out below, on August 30, 2019 at 6:00 a.m. Pacific
time.
Cautionary Note Regarding Forward-Looking Information and
Statements
Certain statements made and information contained herein in the
press release constitutes "forward-looking information" and
"forward-looking statements" within the meaning of applicable
securities legislation (collectively, "forward-looking
information"). The forward-looking information contained in this
press release is based on information available to the Company as
of the date of this press release. Except as required under
applicable securities legislation, the Company does not intend, and
does not assume any obligation, to update this forward-looking
information. Generally, this forward-looking information can
frequently, but not always, be identified by use of forward-looking
terminology such as "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or statements that certain
actions, events, conditions or results "will", "may", "could",
"would", "might" or "will be taken", "occur" or "be achieved" or
the negative connotations thereof.
All statements other than statements of historical fact may be
forward-looking statements. Forward-looking information is
necessarily based on estimates and assumptions that are inherently
subject to known and unknown risks, uncertainties and other factors
that may cause the actual results, level of activity, performance
or achievements of the Company to be materially different from
those expressed or implied by such forward-looking information. The
Company believes that the expectations reflected in the
forward-looking statements and information included in this press
release are reasonable but no assurance can be given that these
expectations will prove to be correct and such forward-looking
statements and information should not be unduly relied upon. This
statement and information speaks as of the date of the press
release. In particular, this press release contains forward-looking
statements or information with respect to the use of proceeds from
the Offering and the Concurrent Private Placement, that there will
be no material adverse change affecting the Company or its
properties, the exercise of the Over-Allotment Option and the
ability to obtain the necessary regulatory authority and approvals.
There can be no assurance that such statements will prove to be
accurate, as the Company's actual results and future events could
differ materially from those anticipated in this forward-looking
information as a result of the factors discussed in the "Risk
Factors" section in the Company's most recent management discussion
and analysis and annual information form available at
www.sedar.com.
Forward-looking information is based on certain assumptions that
the Company believes are reasonable, including that the necessary
approvals with respect to the Offering and Concurrent Private
Placement will be obtained in a timely manner, that the current
price of and demand for commodities will be sustained or will
improve, the supply of commodities will remain stable, that the
general business and economic conditions will not change in a
material adverse manner, that financing will be available if and
when needed on reasonable terms, that the Company will not
experience any material labour dispute, accident, or failure of
plant or equipment, and that the Company will receive regulatory
approvals, permits and licenses, as and when required in a timely
manner. These factors are not, and should not be construed as
being, exhaustive. Although the Company has attempted to identify
important factors that would cause actual results to differ
materially from those contained in forward-looking information,
there may be other factors that cause results not to be as
anticipated, estimated, or intended. There can be no assurance that
such statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in
such statements. All of the forward-looking information contained
in this document is qualified by these cautionary statements.
Readers are cautioned not to place undue reliance on
forward-looking information due to the inherent uncertainty
thereof.
Neither the TSX-V nor its Regulation Services Provider (as
that term is defined in the policies of the TSX-V) accepts
responsibility for the adequacy or accuracy of this news
release.
SOURCE Filo Mining Corp.