Filo Mining was incorporated under the Canada Business Corporations Act (“CBCA”) on May 12, 2016 as a wholly owned subsidiary of NGEx for the purposes of completing a plan of arrangement under the CBCA in accordance with the terms of the arrangement agreement entered into between NGEx and Filo Mining, and pursuant to the court approved plan of arrangement, whereby NGEx transferred to Filo Mining its wholly-owned subsidiaries that directly or indirectly hold the Filo del Sol Project, along with $3.0 million in cash (the “Arrangement”). Prior to completion of the Arrangement, the sole shareholder of Filo Mining approved certain amendments to its by-laws that reflect the requirements applicable to public companies, such as audit committees, and also an advance notice provision with respect to the election of directors. No other material amendments have been made to Filo Mining’s articles or other constating documents since its incorporation.
Filo Mining’s head and principal business address are all located at Suite 2000, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8. Filo Mining’s registered office address is located at Suite 2200, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8.