Filo Mining Corp. (TSX-V, Nasdaq First North Growth Market: FIL)
(“
Issuer” or the “
Company”) has
announced today that it has entered into an agreement with a
syndicate of underwriters led by PI Financial Corp and Canaccord
Genuity Corp. (the “
Underwriters”), under which
the Underwriters have agreed to buy, on a bought deal basis,
5,500,000 common shares (the “
Common Shares”), at
a price of C$1.85 per Common Share for gross proceeds of
approximately C$10.2 million (the “
Offering”).
Concurrently, the Company is also undertaking a
private placement of an aggregate of approximately C$10.0 million
of Common Shares on the same terms and conditions as the Offering
led by SpareBank 1 Markets AS (the “Concurrent Private
Placement”). The Concurrent Private Placement will
be backstopped by a Lundin Family related trust, who have agreed to
purchase up to the entire amount depending on investor demand. The
minimum subscription and allocation per participant in the Offering
is a number of Common Shares corresponding to no less than the
equivalent of EUR 100,000.
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,
and for market stabilization purposes. The Offering is expected to
close on or about July 30, 2020, 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 Growth
Market, and applicable securities regulatory authorities and the
execution of subscription agreements for the Concurrent Private
Placement.
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.
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.
This press release is not a prospectus under
Regulation (EU) 2017/1129 (the “EU Prospectus Regulation”). The
Company has not authorized any offer of securities to the public
(as defined in the EU Prospectus Regulation) in any EEA member
state and no such prospectus has been or will be prepared in
connection with the offering or the Concurrent Private
Placement.
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 Growth Market 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 July 7, 2020 at
1:15 p.m. Pacific Time.
For further information, please contact:
Amanda Strong, Investor Relations, Canada +1 604
806 3585; 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 Canadian, United States and other 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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