Filo Mining Corp. (TSX-V:FIL)(OMX:FIL) is pleased to announce that that it has closed its previously announced bought deal financing as well as the previously announced concurrent private placement for aggregate gross proceeds of approximately C$25.5 million.
Pursuant to the Offering, a total of 5,894,231 common shares of Filo Mining including 124,231 Shares issued on partial exercise of the over-allotment option, were sold at a price of C$2.60 per Share for aggregate gross proceeds of approximately $15.3 million. Pursuant to the Concurrent Private Placement, a total of 3,928,964 Shares, including 82,810 Shares issued to adjust for the partial exercise of the over-allotment option referenced above, were sold at the Issue Price, for additional aggregate gross proceeds of approximately C$10.2 million. The Shares issued pursuant to the Concurrent Private Placement are subject to a statutory hold period in Canada expiring on June 29, 2018.
The Company plans to use the net proceeds from the Offering and the Concurrent Private Placement for exploration and development of the Company’s Filo del Sol project and for working capital and general corporate purposes.
The Offering was made through a syndicate of underwriters led by Haywood Securities Inc. and included GMP Securities L.P., Echelon Wealth Partners Inc., Pareto Securities AS, Canaccord Genuity Corp. and Cormark Securities Inc.
Zebra Holdings and Investments S.à.r.l and Lorito Holdings S.à.r.l are insiders of the Company and held 18.91% and 9.15%, respectively, of the issued and outstanding Shares, on a non-diluted basis, prior to the closing of the Offering. Pursuant to the Concurrent Private Placement, Zebra subscribed for 2,758,133 Shares, including 58,133 Shares issued to adjust for the partial exercise of the over-allotment option, being that number of Shares that permitted the Significant Shareholders to maintain their collective pro rata ownership. Following completion of the Offering and the Concurrent Private Placement, Zebra and Lorito hold 14,538,768 Shares and 5,700,000 Shares, respectively, representing 20.16% and 7.90%, respectively, of the issued and outstanding Shares. Such participation in the Offering constitutes a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Offering is exempt from the formal valuation and minority shareholder approval requirements of 61-101 as neither the fair market value of the securities issued to related parties nor the consideration for such securities exceed 25% of the Company’s market capitalization. The Company did not file a material change report 21 days prior to closing of the Offering as the participation of insiders of the Company in the Offering had not been confirmed at that time.
The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
ABOUT FILO MINING CORP.
Filo Mining’s flagship project is its 100% controlled Filo del Sol Project located on the border between San Juan Province, Argentina and Region III, Chile. Filo del Sol is located between the prolific Maricunga and El Indio Gold Belts, two major mineralized trends that contain such deposits as Caspiche, La Coipa, Veladero and El Indio. The region is mining-friendly and hosts a number of large-scale mining operations. The project area is covered under the Mining Integration and Complementation Treaty between Chile and Argentina, which provides the framework for the development of cross border mining projects.
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