VANCOUVER, BC, Dec. 12,
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 letters of transmittal and
election forms (the "Letter of Transmittal") to the
registered holders (the "Registered Shareholders") of common
shares of Filo (the "Filo Shares") and to the holders of
stock options of Filo (the "Optionholders") in connection
with an arrangement (the "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", and
together with BHP, the "Purchaser Parties") pursuant to
which 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. PDF Version
The Letter of Transmittal outlines the necessary documentation
and information required to be sent to the depositary for the
transaction, Computershare Investor Services Inc. (the
"Depositary"), by each Registered Shareholder and
Optionholder in order to receive the consideration to which they
are entitled under the Arrangement, and make an election with
respect to the form of consideration they wish to receive.
The Letter of Transmittal is for use by Registered Shareholders
and Optionholders only. Beneficial (non-registered) shareholders
whose Filo Shares are registered in the name of a broker,
investment banker, bank, trust company, custodian, nominee or other
intermediary (each, an "Intermediary") should contact that
Intermediary for instructions and assistance in depositing their
Filo Shares and of the required documentation and making an
election as to the form of consideration that they are entitled to
receive on completion of the Arrangement and carefully following
any instructions provided by such Intermediary. Shareholders who
hold Filo Shares directly or indirectly through the central
securities depository in Sweden
run by Euroclear Sweden AB ("Euroclear Sweden") must
complete, sign and return an election form to Nordic Issuing AB in
accordance with the instructions set out therein and do not need to
submit the Letter of Transmittal.
All elections and deposits made under a Letter of Transmittal
are irrevocable and may not be withdrawn. However, an election made
under a Letter of Transmittal on or prior to the election deadline
(as specified in the Letter of Transmittal) may be changed by
depositing a new Letter of Transmittal with the Depositary on or
prior to the election deadline. Filo will announce the election
deadline in a press release disseminated through nationally
recognized wire services in Canada
at least three (3) business days prior to such deadline.
In the event Registered Shareholders have not received a Letter
of Transmittal due to the Canada Post labour disruption or other
cause, copies of the Letter of Transmittal may be obtained under
the Company's profile on SEDAR+ at www.sedarplus.ca and on the
Company's corporate website at
http://filocorp.com/investors/corporate-filings/. In order to
avoid any delays due to the postal disruption, the Company
recommends that Registered Shareholders deposit with the Depositary
certificate(s) representing their Filo Shares or DRS advice(s),
together with the Letter of Transmittal and other required
documents, by hand delivery to the Depositary as specified on the
last page of the Letter of Transmittal; otherwise, the use of
courier services, properly insured, is recommended.
Shareholders who hold Filo Shares directly or indirectly through
Euroclear Sweden do not need to complete the Letter of Transmittal.
Please refer to the Management Information Circular of Filo dated
August 26, 2024 for more information,
which may be obtained under the Company's profile on SEDAR+ at
www.sedarplus.ca and on the Company's corporate website at
http://filocorp.com/investors/corporate-filings/.
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. Should the Arrangement not
proceed for any reason, the deposited certificates and/or DRS
advices representing Filo Shares (if applicable) and other relevant
documents shall be returned.
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 12, 2024 at
9:00 pm EST.
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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,
the consummation and timing of the Arrangement; the satisfaction of
the conditions precedent to the Arrangement; 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 regulatory 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.