BHP and Lundin Mining Corporation agreed to acquire jointly 100% of Filo Corp. which owns 100% of the Filo del Sol (FDS) copper project. BHP and Lundin Mining have also agreed to form a 50/50 joint venture to hold the FDS and Josemaria projects (Joint Venture) located in the Vicuña district of Argentina and Chile (together with the Filo Acquisition, the Proposed Transaction). Lundin Mining owns 100% of the Josemaria project.

The Joint Venture will create a long-term partnership between BHP and Lundin Mining to develop jointlyan emerging copper district with world-class potential.

BHP and Lundin Mining will acquire Filo Corp. for total consideration of approximately C$4.1 billion (US$3 billion) or C$33.00 per Filo Corp. share. This represents a premium of 32.2% to Filo Corp.’s 30-day volume weighted average price on the TSX for the period ending 11 July 2024, being the day before press speculation of a transaction, and a premium of 12.2% to Filo Corp.’s last closing price on the TSX on 29 July 2024.

BHP’s share of the consideration for the Filo Acquisition will be approximately C$1,908 million (US$1,377 million) in cash. Lundin Mining’s share of the consideration for the Filo Acquisition will be approximately C$859 million in cash and C$1,289 million in Lundin Mining shares.

The Filo Acquisition will be implemented by a court-approved plan of arrangement under the Canada Business Corporations Act and will require approval by Filo Corp. shareholders in accordance with applicable Canadian corporate and securities laws.

In connection with the Filo Acquisition, BHP and Lundin Mining have also agreed to subscribe for 3,484,848 common shares of Filo Corp. at a price of C$33.00 per share for aggregate gross proceeds of C$115 million (the Filo Share Placement) to provide interim financing to Filo Corp.

On closing of the Filo Acquisition, Lundin Mining and BHP will each own 50% of Filo Corp. and the FDS project.

Joint Venture. BHP and Lundin Mining have agreed to form the Joint Venture immediately following closing of the Filo Acquisition. Each of BHP and Lundin Mining would hold a 50% interest in the Joint Venture. Under the Joint Venture, the projects will be progressed in accordance with international industry standards to deliver economic and social value.

BHP would acquire 50% of the Josemaria project from Lundin Mining for cash consideration of approximately US$690 million, subject to certain purchase price adjustments (Josemaria Transaction). BHP and Lundin Mining would each contribute their respective 50% interests in Filo Corp. and the Josemaria project into the Joint Venture.

Consolidating the FDS and Josemaria projects:

• Facilitates development optionality at a district scale: The proximity of the FDS and Josemaria projects allows for infrastructure to be shared between the projects, with greater economies of scale and increased optionality for staged expansions, as well as the incorporation of future exploration as the district matures.

• Accelerates development: Leverages the advanced stage of engineering and permitting at the Josemaria project to progress the combined FDS and Josemaria projects on a phased development timeline that recognises improving investment conditions in Argentina and the copper demands of the global energy transition.

FDS is an advanced-stage copper exploration project located along the border of the San Juan Province in Argentina and the Atacama Region of Chile. BHP acquired an initial 5% equity interest in Filo Corp. in March 2022, following the discovery of the high-grade Aurora Zone at FDS.

BHP and Filo Corp. subsequently formed a joint advisory committee to share expertise, exploration concepts and discuss future project development. Since then, Filo Corp. has continued to expand FDS, extending the strike length of mineralisation to over 5 kilometres, with multiple reported drill intercepts over 1,000 metres grading more than 1.0% copper equivalent.