VANCOUVER, BC, Sept. 3,
2024 /CNW/ - Filo Corp. (TSX: FIL)
(Nasdaq First North Growth Market: FIL) (OTCQX:
FLMMF) ("Filo" or the "Company") is pleased to
announce that it has mailed and filed a management information
circular dated August 26, 2024 and
related meeting materials (collectively, the "Meeting
Materials") for its special meeting of Shareholders (as defined
below) of Filo (the "Meeting") to be held to consider and
vote on the proposed Arrangement (as defined below). View PDF
At the Meeting, holders of the common shares ("Filo
Shares") of the Company (the "Shareholders") and their
duly appointed proxyholders will be asked to consider, and if
thought fit, to pass, a special resolution (the
"Arrangement Resolution") relating to a proposed plan
of arrangement whereby BHP Investments Canada Inc. ("BHP"),
a wholly-owned subsidiary of BHP Group Limited, and Lundin Mining
Corporation (TSX:LUN) (OMX:LUMI) (together with BHP, the
"Purchaser Parties") will, among other things, acquire all
of the issued and outstanding Filo Shares not already owned by the
Purchaser Parties and their respective affiliates by way of a
court-approved plan of arrangement under the Canada Business
Corporations Act (the "Arrangement") in accordance with
the terms of an arrangement agreement among Filo and the Purchaser
Parties (the "Arrangement Agreement"), all as more
particularly described in the Meeting Materials.
The Meeting will be held in a virtual only format, which will be
conducted via live audio webcast at meetnow.global/MGK95K9 on
Thursday, September 26, 2024 at
10:00 a.m. (Vancouver time).
As previously announced, on August 26,
2024, the Company obtained an interim order ("Interim
Order") from the Ontario Superior Court of Justice (Commercial
List) (the "Court") regarding the Arrangement and
authorizing Filo to proceed with various matters relating thereto,
including among other things, the calling and holding of the
Meeting to consider and vote on the proposed Arrangement.
A special committee comprised of only independent directors of
Filo (the "Special Committee") unanimously recommended the
Arrangement to the board of directors of the Company (the "Filo
Board"). The Filo Board unanimously approved the Arrangement
and the Arrangement Agreement and unanimously recommends that the
Shareholders vote FOR the Arrangement Resolution.
The Meeting Materials contain important information regarding
the Arrangement and related matters, how Shareholders can
participate and vote at the Meeting, and the background that led to
the Arrangement, including the reasons that led the Special
Committee to unanimously recommend the Arrangement to the Filo
Board and the Filo Board to unanimously determine that the
Arrangement is fair to the Shareholders and that the Arrangement,
and the entering into of the Arrangement Agreement, are in the best
interests of the Company, and to unanimously approve the
Arrangement and the Arrangement Agreement and unanimously recommend
that Shareholders vote "FOR" the Arrangement Resolution.
Shareholders should carefully review all Meeting Materials.
Pursuant to the terms of the Interim Order, Shareholders of record
at the close of business on August 20,
2024 will be entitled to receive notice of and vote at the
Meeting. Shareholders should carefully review all Meeting Materials
as they contain important information concerning the Arrangement
and the rights and entitlements of the Shareholders thereunder. The
Meeting Materials have been filed by the Company on SEDAR+ and are
available thereat under the Company's profile at www.sedarplus.ca,
and on the Company's website at
https://filocorp.com/investors/corporate-filings/.
Pursuant to the terms of the Interim Order, to be effective, the
Arrangement Resolution must be approved by at least: (i) 66⅔% of
the votes cast on the Arrangement Resolution by Shareholders
present virtually or represented by proxy at the Meeting and
entitled to vote at the Meeting; and (ii) a simple majority of the
votes cast on the Arrangement Resolution by the Shareholders
present virtually or represented by proxy at the Meeting and
entitled to vote at the Meeting, excluding for the purposes of (ii)
the votes cast in respect of Filo Shares held or controlled by
persons described in items (a) through (d) of Section 8.1(2) of
Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions.
The anticipated hearing date for the application for the final
order of the Court (the "Final Order") is October 2, 2024. Subject to obtaining the
required approval of the Shareholders at the Meeting, the Final
Order and the satisfaction or waiver of the conditions to
implementing the Arrangement as set out in the Arrangement
Agreement, the Arrangement is anticipated to be completed in the
first quarter of 2025.
Shareholders who require assistance with the procedure for
voting may contact Computershare Investor Services Inc. toll free
at 1–800–564–6253 (within North
America) or 1-514-982-7555 (International), or by email
at service@computershare.com.
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 TSX 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 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 information was submitted for publication by the contact
persons below on September 3, 2024 at
4:00 pm EDT.
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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,
statements regarding the Meeting; the consummation and timing of
the Arrangement; the satisfaction of the conditions precedent to
the Arrangement; the receipt of the required approvals of the
Shareholders at the Meeting; the anticipated hearing date for the
Final Order and the receipt of the Final Order thereat and the
expected timing of closing of the Arrangement, 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 Court and regulatory approvals to effect the
Arrangement; changes in laws, regulations and government practices;
the potential of a third party making a superior proposal to the
Arrangement; risks pertaining to the outbreak of the global
pandemics; 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 and the Meeting Materials made
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.