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VANCOUVER, BC, May 31, 2023
/CNW/ - Filo Mining Corp. (TSX: FIL) (Nasdaq First North
Growth Market: FIL) (OTCQX: FLMMF) ("Filo Mining", or the
"Company") is pleased to announce that it intends to sell on a
non-brokered private placement basis, an aggregate of 4,739,337
common shares of the Company (the "Common Shares") at a price of
C$21.10 per Common Share for gross
proceeds of C$100 million (the
"Private Placement"). View PDF version.
In connection with the Private Placement, each of Lorito
Holdings S.à.r.l. ("Lorito"), Zebra Holdings and Investments
S.à.r.l. ("Zebra"), Nemesia S.à.r.l. ("Nemesia", and together with
Lorito and Zebra, the "Lundin Family Trusts") and BHP Western
Mining Resources International Pty Ltd, a wholly owned subsidiary
of BHP Group Limited ("BHP"), being the Company's largest
shareholders, have indicated their intention to participate in the
Private Placement, subject to customary conditions, and
satisfaction with the terms of the Private Placement. The Lundin
Family Trusts have indicated their intention of subscribing for up
to C$70 million of the Private
Placement and BHP has indicated their intention of subscribing for
up to C$30 million of the Private
Placement.
The net proceeds from the Private Placement will be used
for exploration and development of the Company's Filo del Sol
project and for working capital and general corporate
purposes.
The closing of the Private Placement remains subject to the
approval of the Toronto Stock Exchange and other customary
regulatory approvals and closing conditions for a transaction of
this nature including, but not limited to, execution of
subscription agreements between the Company and the subscribers.
The Common Shares will be issued on a private placement basis
pursuant to exemptions from prospectus requirements under
applicable securities laws and will be subject to a statutory hold
period of four months and one day from the date of issuance. The
Company may pay a finder's fee of 5% in connection with a portion
of the Private Placement. The Company anticipates closing of the
Private Placement as soon as practicable subject to receipt of all
necessary regulatory approvals.
The Lundin Family Trusts will acquire Common Shares under the
Private Placement. Any such participation would be considered to be
a "related party transaction" as defined under Multilateral
Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). The transaction will
be exempt from the formal valuation and minority shareholder
approval requirements of MI 61-101 as neither the fair market value
of any Common Shares issued to or the consideration paid by such
persons will exceed 25% of the Company's market capitalization.
This news release shall not constitute an offer to sell or
the solicitation of an offer to buy the securities in the
United States nor shall there be any sale of the securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful. The securities have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"1933 Act"), or any state securities laws and may not be offered or
sold in the United States unless registered under the
1933 Act and any applicable securities laws of any state
of the United States or an applicable exemption from the
registration requirements is available.
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 San Juan Province, Argentina and adjacent Region III,
Chile. The Company's shares are
listed on the TSX and Nasdaq First North Growth Market under the
trading symbol "FIL", and on the OTCQX under the symbol "FLMMF".
Filo Mining is a member of the Lundin Group of Companies.
Additional Information
The Company's certified adviser on the Nasdaq First North Growth
Market is Aktieinvest FK AB, +46 8 506 51703,
rutger.ahlerup@aktieinvest.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 Company is under no obligation, nor does it intend
to update or revise the forward-looking information, whether as a
result of new information, future events or otherwise.
This information was submitted by Filo Mining Corp. for
publication, through the agency of the contact person set out
below, on May 31, 2023 at 21:30
EDT.
Cautionary Note Regarding Forward-Looking Statements
Certain statements made and information contained herein in the
news 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
news release is based on information available to the Company as of
the date of this news 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", "projects",
"budgets", "assumes", "strategy", "goals", "objectives",
"potential", "possible", "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", "should", "might" or "will be taken", "will
occur" or "will be achieved" or the negative connotations thereof.
All statements other than statements of historical fact may be
forward-looking statements.
The Company believes that the expectations reflected in the
forward-looking information included in this news release are
reasonable, but no assurance can be given that these expectations
will prove to be correct and such forward-looking information
should not be unduly relied upon. In particular, this press release
contains forward-looking information pertaining to the closing of
the Private Placement (including receipt of all required regulatory
approvals), the number of Common Shares sold pursuant to the
Private Placement, the insider participation in the Private
Placement, the expectations regarding existing shareholder support
and backstops, the use of proceeds of the Private Placement, the
focus and objective of future work programs, the expected results
or success of future work programs, and the growth strategy of the
Company.
The forward-looking statements contained in this news release
are made as at the date of this news release and Filo does not
undertake any obligations to publicly update and/or revise any of
the included forward-looking statements, whether as a result of
additional information, future events and/or otherwise, except as
may be required by applicable securities laws. Forward-looking
information is provided for the purpose of providing information
about management's current expectations and plans and allowing
investors and others to get a better understanding of the Company's
operating environment. Forward-looking information is based on
certain assumptions that the Company believes are reasonable,
including 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 and that the
Company will not experience any material labour dispute, accident,
or failure of plant or equipment.
These statements involve known and unknown risks, uncertainties
and other factors that may cause actual results or events to differ
materially from those anticipated in such forward-looking
statements, including but not limited to risks related to: receipt
of required regulatory approvals for, and the closing of, the
Private Placement, insider participation in the Private Placement,
Mineral Resources estimates, estimations of costs, and permitting
time lines; ability to obtain surface rights and property
interests; currency exchange rate fluctuations; requirements for
additional capital; changes to government regulation of mining
activities; environmental risks; unanticipated reclamation or
remediation expenses; title disputes or claims; limitations on
insurance coverage; and other risks, uncertainties and other
factors identified in the Company's periodic filings with Canadian
securities regulators
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 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.
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SOURCE Filo Mining Corp.