VANCOUVER, BC, Aug. 26,
2024 /CNW/ - Filo Corp. (TSX: FIL) (Nasdaq
First North Growth Market: FIL) (OTCQX: FLMMF) ("Filo" or
the "Company") is pleased to announce that the Ontario
Superior Court of Justice (Commercial List) (the "Court")
has issued an interim order (the "Interim Order") regarding
the Arrangement (as defined below) and authorizing Filo to proceed
with various matters relating thereto, including among other
things, the calling and holding of a special meeting of the
Shareholders (as defined below) of Filo (the "Meeting") to
consider and vote on the proposed Arrangement. 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 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 shares of the Company 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").
A special committee comprised of only independent directors of
Filo 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.
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).
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.
Meeting materials including a management information circular
and related meeting materials are scheduled to be mailed on or
about September 3, 2024 to
Shareholders of record as of the close of business on August 20, 2024, in accordance with statutory
requirements and the Interim Order. A copy of the Interim Order
will be included in the management information circular. Upon
completion of the mailing to Shareholders, the materials for the
Meeting will be filed by the Company on SEDAR+ and will be
available thereat under the Company's profile at
www.sedarplus.ca and on the Company's website at
https://filocorp.com/investors/corporate-filings/.
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 August 26, 2024 at
7:30pm 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 mailing and filing of the
Meeting materials and the approval of the Arrangement by the
Shareholders, 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 that
will be 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.