Filo Mining Corp. (TSX-V:FIL) (Nasdaq First North Growth Market: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$41.7 million.
Pursuant to the Offering, a total of 6,325,000 common shares of Filo Mining, including 825,000 common shares issued pursuant to the over-allotment option which was exercised in full, were sold at a price of C$1.85 per common share, for aggregate gross proceeds of approximately $11.7 million. The Offering was conducted through a syndicate of underwriters led by PI Financial Corp. and Canaccord Genuity Corp. and included BMO Capital Markets Inc., Cormark Securities Inc., Haywood Securities Inc. and National Bank Financial Inc.
Pursuant to the Concurrent Private Placement, a total of 16,213,235 common shares were sold at the Issue Price, for additional aggregate gross proceeds of approximately C$30 million. The Concurrent Private Placement was to certain investors introduced to the Company by SpareBank 1 Markets AS and to certain other investors, including Lorito Holdings S.à.r.l and Zebra Holdings and Investments S.à.r.l. The Significant Shareholders purchased common shares in the Concurrent Private Placement to maintain their pro rata interest in the Company. No commission or other fee was paid to the Underwriters in connection with the sale of common shares pursuant to the Concurrent Private Placement. The Company paid broker fees to SpareBank equal to 5% of the gross proceeds raised by investors in the Concurrent Private Placement introduced to the Corporation by SpareBank. No commission or other fee was paid to any party in connection with the sale of Shares under the Concurrent Private Placement to the Significant Shareholders. The common shares issued pursuant to the Concurrent Private Placement are subject to a statutory hold period in Canada expiring on December 1, 2020. The Concurrent Private Placement is subject to final TSX-V approval.
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 and Lorito are insiders of the Company and held 27.46% and 8.52%, respectively, of the issued and outstanding common 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 and Lorito each subscribed for 3,515,004 common shares. Following completion of the Offering and the Concurrent Private Placement, Zebra and Lorito hold 27,741,675 shares and 11,033,816 shares, respectively, representing 25.05% and 9.96%, respectively, of the issued and outstanding common shares, on a non-diluted basis. Such participation in the 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 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 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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