VANCOUVER, BC, 26 August 2024 /CNW/ – Filo Corp. (TSX: FIL) (Nasdaq First North Growth Market: FIL) (OTCQX: FLMMF) (“Filo” or the “Pursue“) is pleased to announce that the Ontario Superior Court of Justice (Commercial List) (the “Court“) has issued an interim injunction (the “Interim injunction“) relating to the Agreement (as defined below) and authorizes Filo to proceed with various matters relating thereto, including, among other things, the convening and holding of a special meeting of shareholders (as defined below) of Filo (the “Meet“) to review and vote on the proposed agreement. View PDF
At the meeting, the holders of ordinary shares (“Filo shares“) of the Company (the “Shareholders“) and their duly appointed proxies are requested to consider and, if deemed appropriate, pass a special resolution in respect of 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 “Buying parties“) will, among other things, acquire all issued and outstanding shares of the Company not already owned by the Purchase Parties and their respective subsidiaries, pursuant to a court-approved plan of arrangement under the Canadian Corporations Act (The “arrangement“) pursuant to the terms of an agreement between Filo and the Buying Parties (the “agreement“).
A special committee composed exclusively of independent directors of Filo recommended to the Company’s Board of Directors (the “Filo board“). Filo’s Board of Directors unanimously approved the agreement and the Agreement and unanimously recommends that shareholders vote FOR the Agreement..
The meeting will be held entirely virtually and broadcast via live audio webcast at meetnow.global/MGK95K9. Thursday, 26 September 2024 at 10:00 a.m. (Vancouver Time).
The expected date for the hearing of the application for the final order of the Court (the “Final order“) Is October 2, 2024Subject to obtaining the necessary shareholder approval at the Meeting, the final disposition and the satisfaction or waiver of the conditions to implementation of the Arrangement as set forth in the Arrangement Agreement, the Arrangement is expected to be completed in the first quarter of 2025.
The meeting materials, including a management information circular and related meeting materials, are expected to be available on or about 3 September 2024 to the close of business on 20 August 2024in accordance with the legal requirements and the interim order. A copy of the interim order will be included in the management information circular. Upon completion of mailing to shareholders, materials for the meeting will be filed by the Company on SEDAR+ and will be available 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 in San Juan Province. Argentina and adjacent Region III, ChileThe Company’s common stock is listed on the TSX and Nasdaq First North Growth Market under the trading symbol “FIL” and on the OTCQX under the symbol “FLMMF”.
More information
The Company’s certified advisor for the Nasdaq First North Growth Market is Aktieinvest FK AB, +46 8 506 51703, [email protected].
The information contained in this press release was correct at the time of distribution, but may be superseded by subsequent press releases.
The information was submitted for publication by the contact persons listed below on 26 August 2024 at 7:30 p.m. EDT.
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CAUTIONARY STATEMENT 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 laws. All statements other than statements of historical fact included herein, including, but not limited to, statements with respect to the Meeting, the mailing and filing of the Meeting materials and the approval of the Agreement by shareholders, may be forward-looking information. Forward-looking information can often, but not always, be 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 obtain necessary judicial and regulatory approvals to consummate the Arrangement; changes in laws, regulations and government practices; the potential of a third party making a better offer than the Arrangement; risks related to the outbreak of 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 from time to time with applicable securities regulators, including the Company’s Annual Information Form available under the Company’s profile at www.sedarplus.ca and meeting materials made available under the Company’s profile at www.sedarplus.ca. The Company’s forward-looking information reflects the Company’s beliefs, opinions and projections as of the date the statements are made. The Company undertakes no obligation to update any forward-looking information or any beliefs, opinions, projections or other factors should they change, except as required by law.
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