News Press Releases

Filo Shareholders Approve Acquisition by BHP and Lundin Mining

T.FIL | September 26, 2024

VANCOUVER, BC, Sept. 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 shareholders of the Company (the "Shareholders"), at the special meeting of Shareholders held today (the "Meeting"), approved 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 a court-approved plan of arrangement under section 192 of the Canada Business Corporations Act (the "Plan of Arrangement") whereby the Purchaser Parties will, among other things, acquire all of the issued and outstanding common shares of Filo (the "Filo Shares") not already owned by the Purchaser Parties and their respective affiliates, all in accordance with the terms of the arrangement agreement dated July 29, 2024 among the Company, Lundin Mining and BHP (as amended, supplemented or otherwise modified from time to time, the "Arrangement Agreement"). View PDF

The special resolution approving the Arrangement (the "Arrangement Resolution") was approved by: (i) 99.99% 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) 99.99% 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, 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 Arrangement is subject to customary closing conditions for a transaction of this nature, including, among other things, regulatory approvals and relevant stock exchange approvals. The Arrangement is also subject to the approval of the Ontario Superior Court of Justice (Commercial List) (the "Court"). 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 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.

The terms of the Arrangement, including the conditions to implementing the Arrangement, are further described in Filo's management information circular dated August 26, 2024 (the "Circular").

A letter of transmittal and election form (the "Letter of Transmittal") explaining how to exchange Filo Shares (including Filo Shares to be received in exchange for In-the-Money Filo Options (as defined in the Circular) pursuant to the Plan of Arrangement), for the consideration payable under the Arrangement will be mailed to each registered Shareholder and holder of stock options of Filo. Filo will issue a news release announcing the mailing of the Letter of Transmittal and confirming the relevant procedures and deadlines in connection therewith. The Letter of Transmittal will also be posted on Filo's website and under its profile on SEDAR+ at www.sedarplus.ca.

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 September 26, 2024 at 5:30 p.m. EDT.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:

This press release includes 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; the anticipated hearing date for the Final Order and the receipt of the Final Order thereat; the mailing of the Letters of Transmittal and the procedures in connection therewith; 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; failure to satisfy or waive the closing conditions to the Arrangement; changes in laws, regulations and government practices; 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. 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.