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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.
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