VANCOUVER, BC, Dec. 11, 2024 /CNW/ - Filo Corp. (TSX: FIL) (Nasdaq First North Growth Market: FIL) (OTCQX: FLMMF) ("Filo" or the "Company") is pleased to announce the publication of a Swedish short form document (the "Short Form Document") prepared in accordance with Article 1.4 da) and Annex IX of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") prepared by Lundin Mining Corporation (TSX: LUN) (OMX: LUMI) ("Lundin Mining") in connection with the previously announced arrangement (the "Arrangement") involving, among others, the Company, BHP Investments Canada Inc. ("BHP", and together with Lundin Mining, the "Purchaser Parties"), a wholly-owned subsidiary of BHP Group Limited, and Lundin Mining, pursuant to which the Purchaser Parties will, among other things, acquire all of the issued and outstanding common shares of the Company (the "Filo Shares") not already owned by the Purchaser Parties and their respective affiliates. The Short Form Document was filed with the Swedish Financial Supervisory Authority ("SFSA") (Sw. Finansinspektionen) on December 10, 2024, and is available on Lundin Mining's website at www.lundinmining.com. The Short Form Document does not constitute a prospectus within the meaning of the EU Prospectus Regulation and has not been subject to the scrutiny and approval by the SFSA. PDF Version
The Short Form Document sets out, among other things, the election period during which Filo shareholders who hold their Filo Shares through Euroclear Sweden AB (the "Euroclear Holders"), which trade on the Nasdaq First North Growth Market, can make an election as to the form of consideration to be received by such Euroclear Holders pursuant to the Arrangement.
Euroclear Holders who wish to make an election as to the form of consideration to be received by such Euroclear Holder pursuant to the Arrangement must make an election during the period from December 16, 2024 to January 7, 2025 at 15:00 CET (the "Euroclear Election Period"). Lundin Mining has reserved the right to extend the Euroclear Election Period. Any extension of the Euroclear Election Period will be communicated by Lundin Mining by way of a press release not later than the date of the end of the original Euroclear Election Period.
Euroclear Holders whose Filo Shares are directly registered with Euroclear Sweden AB as of December 13, 2024 will be mailed a pre-printed election form (the "Euroclear Election Form"). In order to make an election as to the form of consideration to be received pursuant to the Arrangement, such Euroclear Holders must sign and submit a duly completed Euroclear Election Form to Nordic Issuing AB ("Nordic Issuing"), in the manner stated on the Euroclear Election Form, so that it may be received by Nordic Issuing before the end of the Euroclear Election Period. A Euroclear Election Form can also be ordered from Nordic Issuing via e-mail info@nordic-issuing.se.
Euroclear Holders whose Filo Shares are registered in the name of a nominee will not receive a Euroclear Election Form. Election must be made in accordance with instructions from the nominee. All Euroclear Holders should note that they will receive any cash consideration for their Filo Shares in SEK.
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. 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.
The Company intends to submit an application for the delisting of the Filo Shares from Nasdaq First North Growth Market. It is expected that the Filo Shares will be delisted from the Toronto Stock Exchange and Nasdaq First North Growth Market (subject to Nasdaq First North Growth Market's approval) as soon as practicable following the completion of the Arrangement. The Toronto Stock Exchange has conditionally approved the Arrangement and the delisting of the Filo Shares from the Toronto Stock Exchange following the closing of the Arrangement and the listing of the Lundin Mining shares to be issued in connection with the Arrangement, subject in each case to the delivery of certain closing documentation.
For a Euroclear Holder whose Filo Shares are registered in the name of a nominee and have questions regarding administration of the Filo Shares in the Arrangement, please contact the relevant nominee. For other questions regarding the administration of the Arrangement in Sweden, please contact Nordic Issuing via telephone +46 8 40 632 00 20 or by e-mail, info@nordic-issuing.se.
Additional information for Euroclear Holders, including information on the terms of the Arrangement, are further described in Filo's management information circular dated August 26, 2024, a copy of which is available on SEDAR+ 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 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 11, 2024 at 10:00 pm EST.
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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 expected timing of closing of the Arrangement; the mailing of the Euroclear Election Forms and the expected timing thereof; and the Euroclear Election Period and any extensions thereof, 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 and relevant stock exchange 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.
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