Filo Receives Court Approval for Plan of Arrangement with BHP and Lundin Mining
VANCOUVER, BC, Oct. 8, 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 obtained a final order from the Ontario Superior Court of Justice (Commercial List) approving the previously announced 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 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”). As previously announced, on September 26, 2024, the Arrangement was approved by the shareholders of the Company (“Shareholders”) at the special meeting of Shareholders held on September 26, 2024 (the “Meeting”).
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 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, 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/.
Additional Information
The Company’s certified adviser on the Nasdaq First North Growth Market is Bergs Securities AB, +46 8 506 51703, [email protected].
The information contained in this news release was accurate at the time of dissemination, but may be superseded by subsequent news release(s).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 October 8, 2024 at 4:30 pm 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; 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; 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.
