Filo Mining Corp. (TSX-V, Nasdaq First North: FIL) (“Issuer” or the
“Company”) has announced today that it has entered into an
agreement with a syndicate of underwriters led by BMO Capital
Markets (the “
Underwriters”), under which the
Underwriters have agreed to buy on bought deal basis 7,275,000
common shares (the “
Common Shares”), at a price of
C$2.75 per Common Share for gross proceeds of approximately C$20
million (the “Offering”). A Lundin Family related trust has agreed
to purchase approximately C$5 million of the Offering.
Concurrently, a Lundin Family related trust has
agreed to purchase on a private placement basis (the “Concurrent
Private Placement”), an aggregate of approximately C$20 million of
Common Shares on the same terms and conditions as the Offering.
The Company has granted the Underwriters an
option, exercisable at the offering price for a period of 30 days
following the closing of the Offering, to purchase up to an
additional 15% of the Offering to cover over-allotments, if any.
The Offering is expected to close on or about August 30, 2019, or
such other date as may be agreed by the Underwriters and the
Company, and is subject to the Company receiving all necessary
regulatory approvals, including the approval of the TSX Venture
Exchange, the Nasdaq First North, and applicable securities
regulatory authorities.
The net proceeds of the Offering and the
Concurrent Private Placement will be used for exploration and
development of the Company's Filo del Sol project and for working
capital and general corporate purposes, as well as repayment of
amounts owing pursuant to outstanding debentures.
The Common Shares will be offered by way of a
short form prospectus in each of the provinces of Canada, excluding
Quebec, and may also be offered by way of private placement in the
United States.
The securities offered have not been, and will
not be, registered under the U.S. Securities Act of 1933, as
amended, or any U.S. state securities laws, and may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements. This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
The issuance of Common Shares to Zebra Holdings
and Investments S.à.r.l and Lorito Holdings S.à.r.l, entities owned
by the Lundin Family trust, will constitute a “related party
transaction”, as defined under Multilateral Instrument 61-101 (“MI
61-101”) as such entities are insiders of the Company. The
transactions will be exempt from the formal valuation and minority
shareholder approval requirements of MI 61-101 as neither the fair
market value of any Common Shares issued to nor the consideration
paid by such persons would exceed 25% of the Company's market
capitalization.
About Filo Mining Corp.
Filo Mining is a Canadian exploration and
development company focused on advancing its 100% owned Filo del
Sol copper-gold-silver deposit located in Chile's Region III and
adjacent San Juan Province, Argentina. Filo Mining is a
member of the Lundin Group of Companies.
Additional Information
Filo Mining is listed on the TSX-V and Nasdaq
First North Exchange under the trading symbol "FIL". The Company's
certified advisor on Nasdaq First North is Pareto Securities AB,
+46 8 402 50 00, certifiedadviser.se@paretosec.com.
This information is information that Filo Mining
Corp. is obliged to make public pursuant to the EU Market Abuse
Regulation. This information was submitted for publication, through
the agency of the contact person set out below, on August 12, 2019
at 1:50 p.m. Pacific Time.
For further information, please contact:
Michelle Fyfe, Investor Relations, Canada - +1
(604) 689-7842; or info@filo-mining.com; or
Robert Eriksson, Investor Relations, Sweden - +
46 701 112 615; or reriksson@rive6.ch.
Caution Regarding Forward-Looking
Information and Statements:
Certain statements made and information
contained herein in the press release constitutes "forward-looking
information" and "forward-looking statements" within the meaning of
applicable securities legislation (collectively, "forward-looking
information"). The forward-looking information contained in this
press release is based on information available to the Company as
of the date of this press release. Except as required under
applicable securities legislation, the Company does not intend, and
does not assume any obligation, to update this forward-looking
information. Generally, this forward-looking information can
frequently, but not always, be identified by use of forward-looking
terminology such as "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or statements that certain
actions, events, conditions or results "will", "may", "could",
"would", "might" or "will be taken", "occur" or "be achieved" or
the negative connotations thereof.
All statements other than statements of
historical fact may be forward-looking statements. Forward-looking
information is necessarily based on estimates and assumptions that
are inherently subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of
activity, performance or achievements of the Company to be
materially different from those expressed or implied by such
forward-looking information. The Company believes that the
expectations reflected in the forward-looking statements and
information included in this press release are reasonable but no
assurance can be given that these expectations will prove to be
correct and such forward-looking statements and information should
not be unduly relied upon. This statement and information speaks as
of the date of the press release. In particular, this press release
contains forward-looking statements or information with respect to
the use of proceeds from the Offering and the Concurrent Private
Placement, closing of the Offering and the Concurrent Private
Placement, and the ability to obtain the necessary regulatory
authority and approvals. There can be no assurance that such
statements will prove to be accurate, as the Company's actual
results and future events could differ materially from those
anticipated in this forward-looking information as a result of the
factors discussed in the "Risk Factors" section in the Company's
most recent MD&A and annual information form available at
www.sedar.com.
Forward-looking information is based on certain
assumptions that the Company believes are reasonable, including
that the necessary approvals with respect to the Offering and
Concurrent Private Placement will be obtained in a timely manner,
that the current price of and demand for commodities will be
sustained or will improve, the supply of commodities will remain
stable, that the general business and economic conditions will not
change in a material adverse manner, that financing will be
available if and when needed on reasonable terms, that the Company
will not experience any material labour dispute, accident, or
failure of plant or equipment, and that the Company will receive
regulatory approvals, permits and licenses, as and when required in
a timely manner. These factors are not, and should not be construed
as being, exhaustive. Although the Company has attempted to
identify important factors that would cause actual results to
differ materially from those contained in forward-looking
information, there may be other factors that cause results not to
be as anticipated, estimated, or intended. There can be no
assurance that such statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. All of the forward-looking
information contained in this document is qualified by these
cautionary statements. Readers are cautioned not to place undue
reliance on forward-looking information due to the inherent
uncertainty thereof.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release.
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