Filo Mining Corp. (TSX-V:FIL) (Nasdaq First North:FIL) is pleased to announce 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$40 million.
Pursuant to the Offering, a total of 7,275,000 common shares of Filo Mining were sold at a price of C$2.75 per Share, for aggregate gross proceeds of approximately $20 million. The Offering was made through a syndicate of underwriters led by BMO Capital Markets and included National Bank Financial Inc., Haywood Securities Inc. and Cormark Securities Inc.
Pursuant to the Concurrent Private Placement, a total of 7,272,727 Shares were sold at the Issue Price, for additional aggregate gross proceeds of approximately C$20 million. The Shares issued pursuant to the Concurrent Private Placement are subject to a statutory hold period in Canada expiring on December 31, 2019.
The Company plans to use the net proceeds of the Offering and the Concurrent Private Placement for exploration and development of the Company’s Filo del Sol project, for working capital, corporate overhead and general and administrative purposes. The Company also plans to use the net proceeds of the Offering to repay amounts owing pursuant to outstanding debentures.
Zebra Holdings and Investments S.à.r.l and Lorito Holdings S.à.r.l are insiders of the Company and held 22.91% and 7.75%, respectively, of the issued and outstanding Shares, on a non-diluted basis, prior to the closing of the Offering and the Concurrent Private Placement. Pursuant to the Concurrent Private Placement, Zebra subscribed for 7,272,727 Shares and Lorito subscribed for 1,818,182 Shares pursuant to the Offering. Following completion of the Offering and the Concurrent Private Placement, Zebra and Lorito hold 24,115,010 Shares and 7,518,182 Shares, respectively, representing 27.38% and 8.54%, respectively, of the issued and outstanding Shares, on a non-diluted basis. Such participation in the Offering and Concurrent Private Placement 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 filed a material change report less than 21 days before closing the Offering as the shorter period was necessary in order to permit the Company to close the Offering and Concurrent Private Placement in a timeframe consistent with usual market practice for transactions of this nature.
The Company has granted to the Underwriters an option, exercisable in whole or in part for a period of 30 days from and including today’s date, to purchase up to an additional 1,091,250 Shares being 15% of the Shares sold and issued pursuant to the Offering on the same terms as set forth above. The Concurrent Private Placement may be increased to adjust for the exercise of any or all of the Over-Allotment Option as necessary so as to allow Zebra to maintain its collective pro rata ownership of Filo Mining. If the Over-Allotment Option is exercised in full, up to 1,090,909 Shares may be purchased by Zebra.
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
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.
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