Filo Mining Announces C$15 Million Bought Deal and Concurrent C$10 Million Private Placement Financing
TSX VENTURE: FIL
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb. 5, 2018) - Filo Mining Corp. (TSX VENTURE:FIL)(OMX:FIL) ("Filo Mining" or the "Company") is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Haywood Securities Inc. (the "Underwriters") pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 5,770,000 common shares of the Company (the "Shares") at a price of C$2.60 per Share (the "Issue Price") for total gross proceeds of approximately C$15 million (the "Offering"). The Underwriters have been granted the option (an "Over-Allotment Option") to purchase up to an additional 15% of the number of Shares issuable under the Offering, exercisable in whole or in part, up to 30 days following the closing of the Offering.
In addition, the Company intends to complete a concurrent non-brokered private placement of C$10 million worth of Shares (the "Concurrent Private Placement"), on the same terms and conditions as the Offering with certain investors. Zebra Holdings and Investments S.à.r.l ("Zebra") and Lorito Holdings S.à.r.l ("Lorito" and together with Zebra, the "Significant Shareholders"), who are currently insiders of the Company holding 18.91% and 9.15%, respectively, have each indicated their intent to participate in the Concurrent Private Placement. The Concurrent Private Placement may be increased to adjust for the exercise of any or all of the Over-Allotment Option as necessary.
The issuance of Shares to insiders constitutes a "related party transaction", as defined under Multilateral Instrument 61-101 ("MI 61-101"). 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.
The net proceeds received by the Company from 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.
The Shares issuable under the Offering will be offered by way of a short form prospectus in all provinces and territories of Canada other than Quebec pursuant to National Instrument 44-101 Short Form Prospectus Distributions, in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the "1933 Act"), in Sweden on a private placement basis pursuant to exemptions from the prospectus requirements in the Swedish Financial Instruments Trading Act (Sw. lag (1991:980) om handel med finansiella instrument) and the European Prospectus Regulation, as amended, and in other jurisdictions outside of Canada on an exempt basis.
Closing of the Offering and the Concurrent Private Placement is expected to occur on or about February 28, 2018, or such other date as may be agreed by the Underwriters and the Company. Closing of the Offering and the Concurrent Private Placement is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the TSX Venture Exchange, the Nasdaq First North, and applicable securities regulatory authorities.
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, El Indio, and Pascua Lama. 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.