UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of
1934
Date of Report (Date of earliest event reported) March 26, 2015
REVETT MINING COMPANY, INC.
(Exact name of small business issuer in its charter)
Delaware |
46-4577805 |
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.)
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11115 East Montgomery, Suite G
Spokane Valley, Washington
99206
(Address of principal executive offices)
Registrants telephone number: (509) 921-2294
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligations of the registrant
under any of the following provisions (see General instructions A.2. below):
[ ] Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
[ X ] Soliciting material pursuant to Rule 14 a-12 under
the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 10.01 Entry into a Material Definitive Agreement
On March 26, 2015, Revett Mining Company, Inc. (the Company)
entered into an Agreement and Plan of Merger (the Agreement) with Hecla Mining
Company (Hecla) and its wholly-owned merger subsidiary, RHL Holdings, Inc.
The Agreement is attached to this current report as Exhibit 2.1
and is incorporated herein by reference to provide you with information
concerning its terms. It is not intended to provide any other factual
information about the Company or the transaction described in the Agreement.
Such information can be found elsewhere in other public filings the Company has
made with the Securities and Exchange Commission, which are available without
charge at www.sec.gov.
The Agreement contains representations and warranties of the
Company and Hecla and its merger subsidiary. The factual assertions about the
Company set forth in those representations and warranties are qualified by
information that is contained in a confidential disclosure schedule that the
Company exchanged with Hecla in connection with the execution of the Agreement.
While the Company does not believe the confidential disclosure schedule contains
information that it is required to publicly disclose under the securities laws,
it does contain information that modifies, qualifies and creates exceptions to
the Companys representations and warranties set forth in the Agreement.
Accordingly you should not rely on the representations and warranties as
characterizations of the actual state of facts, since they are modified by the
disclosure schedule. Moreover, information concerning the subject matter of the
representations and warranties may have changed since the date of the Agreement,
and such information may or may not be fully reflected in the Companys public
disclosures.
The information disclosed under Item 9.01 is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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REVETT MINING COMPANY, INC. |
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Date: March 27, 2015 |
By: |
/s/
John Shanahan |
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John Shanahan |
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President and Chief Executive Officer
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Exhibit 99.1
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NEWS RELEASE |
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HECLA TO ACQUIRE REVETT IN $20 MILLION STOCK
DEAL
Revett has reported a Rock Creek Inferred resource of 229
million ounces of silver and 2.0 billion pounds
of copper. Permitting
underway.
FOR IMMEDIATE RELEASE
March 27, 2015
SPOKANE VALLEY, WA -- Revett Mining Company, Inc. (NYSE MKT:RVM
/ TSX:RVM) (Revett) and Hecla Mining Company (NYSE:HL) today announced
that they have entered into a merger agreement pursuant to which Hecla will
acquire Revett. In the proposed merger, each outstanding common share of Revett
will be exchanged for 0.1622 of a common share of Hecla. Based on Heclas
closing price of $3.23 on March 25, 2015 (the day prior to signing the
agreement) this represents a 32% premium to Revetts 20 day VWAP (volume
weighted average price) through March 25, 2015. The parties currently expect the
transaction to close late in the second quarter, 2015. The transaction is
subject to approval by Revett shareholders and to the satisfaction of other
closing conditions contained in the merger agreement.
Following closing of the merger, Hecla intends to continue to
advance permitting of the Rock Creek project. Located in Northwest Montana, Rock
Creek is considered one of the largest undeveloped silver and copper deposits in
North America. Revett has reported inferred resources of 229 million ounces of
silver and 2.0 billion pounds of copper. The project is approximately 50
miles north of Heclas Lucky Friday Mine in Idaho. A Supplemental Environmental
Impact Statement (SEIS) is in process and the U.S. Forest Service schedule
indicates that the SEIS will be issued later this year for public comment.
We are acquiring Revett with an eye to the future, as Rock
Creek is a world-class silver-copper deposit that we see becoming another Greens
Creek, said Phillips S. Baker, Jr., Heclas President and CEO. Our experience
of Greens Creek operating in a National Monument in Alaska since 1997 will be
invaluable as we take a patient and persistent approach to permitting and then
responsibly operating the Rock Creek Mine. Combining this operational expertise
with our financial strength, and an unwavering commitment to safety and building
strong community relationships, gives us confidence that we are well-positioned
to move Rock Creek forward, to the benefit of all stakeholders.
John Shanahan, Revetts President and CEO, commented Current
market conditions do not allow us to maintain the Troy Mine on care and
maintenance and pursue our objective of developing Rock Creek. We share similar
core values with Hecla and see them as the company with the financial and
technical capabilities to develop the potentially world class Rock Creek deposit
in an efficient and responsible manner. We believe our shareholders, along with
the communities of northwest Montana who have been so supportive in our
endeavors, will benefit greatly from this merger.
Following the merger, Hecla expects to close and reclaim the
Troy Mine and associated facilities. The mine was placed on care and maintenance
in January 2015 by Revett. The companies believe that the cost of reclamation at
Troy will be borne by the current insurance backed reclamation policy that was
established by Revett for that purpose.
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(1) |
Refer to cautionary note on reserves and resources at the
end of the release. |
Exhibit 99.1
Roman Friedrich & Company LLC is acting as financial
advisor to Revett on this transaction and rendered a fairness opinion to
Revetts Board of Directors in connection with the transaction.
The Companys 2014 year end consolidated financial results are
expected be released on Monday, March 30, 2015. The Company has scheduled a
conference call to review the results on Monday, March 30, 2015 at 11:30am
(EDT). To participate in the call, North American callers can call (877)
930-8096 and International callers can call (253) 336-8121. Please dial in to
the call approximately five to ten minutes prior to the scheduled start time of
the call. The conference call and all questions and answers will be recorded and
made available until April 13, 2015. To listen to the recording, call toll free
(855) 859-2056 or (404) 537-3406 and enter the access code 15383858.
About Revett
Revett Mining Company, Inc., through its subsidiaries, owns and
operates the Troy Mine in Lincoln County, Montana and permitting-stage Rock
Creek project located in Sanders County, Montana, USA.
John Shanahan
President and Chief Executive Officer
For more information, please contact:
Monique Hayes, Director Investor Relations at (509) 921-2294 or
visit our website at www.revettmining.com.
Hecla will file with the SEC a registration statement on Form
S-4 (or amendment thereto) that will include the Proxy Statement of Revett that
also constitutes a prospectus of Hecla. Hecla and Revett plan to mail the Proxy
Statement/Prospectus to Revetts shareholders in connection with the
transaction. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE
SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT HECLA, REVETT, THE TRANSACTION AND RELATED MATTERS. Investors
and shareholders will be able to obtain free copies of the Proxy
Statement/Prospectus and other documents filed with the SEC by Hecla and Revett
through the website maintained by the SEC at www.sec.gov. In addition, investors
and shareholders will be able to obtain free copies of the Proxy
Statement/Prospectus and other documents filed by Hecla with the SEC by
contacting Heclas Investor Relations department at Hecla Mining Company;
Investor Relations; 1-800-HECLA91 (1-800-432-5291); hmc-info@hecla-mining.com.,
and will be able to obtain free copies of the Proxy Statement/Prospectus and
other documents filed by Revett by contacting Revett Investor Relations at
509-921-2294 or by calling 1-866-921-2294.
Exhibit 99.1
Hecla and Revett and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the shareholders of Revett in respect of the transaction described the Proxy
Statement/Prospectus. Information regarding the persons who may, under the rules
of the SEC, be deemed participants in the solicitation of the shareholders of
Revett in connection with the proposed transaction, including a description of
their direct or indirect interests, by security holdings or otherwise, will be
set forth in the Proxy Statement/Prospectus when it is filed with the SEC.
Information regarding Heclas directors and executive officers is contained in
Heclas Annual Report on Form 10-K for the year ended December 31, 2014 and its
Proxy Statement on Schedule 14A, dated April 8, 2014, which are filed with the
SEC. Information regarding Revetts directors and executive officers is
contained in Revetts Annual Report on Form 10-K for the year ended December 31,
2013 and its Proxy Statement on Schedule 14A, dated May 6, 2014, which are filed
with the SEC.
Exhibit 99.1
Cautionary Note Regarding Forward-Looking Statements
Statements made or information provided in this news release
that are not historical facts, such as anticipated production, sales of assets,
exploration results and plans, costs, and prices or sales performance are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 and "forward-looking information" within the
meaning of Canadian securities laws. Words such as may, will, should,
expects, intends, projects, believes, estimates, targets,
anticipates and similar expressions are used to identify these forward-looking
statements. Forward-looking statements involve a number of risks and
uncertainties that could cause actual results to differ materially from those
projected, anticipated, expected or implied. These risks and uncertainties
include, but are not limited to, risks associated with completion of the merger,
the risk that expected synergies or cost savings resulting from the merger might
not be achieved, the risk that the permitting process for the Rock Creek project
could be more difficult than anticipated, the risk that Troy Mine reclamation
costs could substantially exceed current estimates, metals price volatility,
volatility of metals production and costs, litigation, regulatory and
environmental risks, operating risks, project development risks, political
risks, labor issues, ability to raise financing and exploration risks and
results. Refer to Heclas and Revetts Form 10-K and 10-Q reports for a more
detailed discussion of factors that may impact expected future results. Hecla
and Revett undertake no obligation and have no intention of updating
forward-looking statements other than as may be required by law.
Cautionary Statements to Investors on Reserves and Resources
Reporting requirements in the United States for disclosure of
mineral properties are governed by the SEC and included in the SEC's Securities
Act Industry Guide 7, entitled Description of Property by Issuers Engaged or to
be Engaged in Significant Mining Operations (Guide 7). However, Revett is also
a reporting issuer under Canadian securities laws, which require estimates of
mineral resources and reserves to be prepared in accordance with Canadian
National Instrument 43-101 (NI 43-101). NI 43-101 requires all disclosure of
estimates of potential mineral resources and reserves to be disclosed in
accordance with its requirements. Such Canadian information is being included
here to satisfy the Company's public disclosure obligations under Regulation
FD of the SEC and to provide U.S. holders with ready access to information
publicly available in Canada.
Reporting requirements in the United States for disclosure of
mineral properties under Guide 7 and the requirements in Canada under NI 43-101
standards are substantially different. This document contains a summary of
certain estimates of Revett, not only of proven and probable reserves within the
meaning of Guide 7, which requires the preparation of a final or bankable
feasibility study demonstrating the economic feasibility of mining and
processing the mineralization using the three-year historical average price for
any reserve or cash flow analysis to designate reserves and that the primary
environmental analysis or report be filed with the appropriate governmental
authority, but also of mineral resource and mineral reserve estimates estimated
in accordance with the definitional standards of the Canadian Institute of
Mining, Metallurgy and Petroleum referred to in NI 43-101. The terms indicated
resources, and inferred resources are Canadian mining terms as defined in
accordance with NI 43-101. These terms are not defined under Guide 7 and are not
normally permitted to be used in reports and registration statements filed with
the SEC in the United States, except where required to be disclosed by foreign
law. The term resource does not equate to the term reserve. Under Guide 7,
the material described herein as indicated resources and measured resources
would be characterized as mineralized material and is permitted to be
disclosed in tonnage and grade only, not ounces. The category of inferred
resources is not recognized by Guide 7. Investors are cautioned not to assume
that any part or all of the mineral deposits in such categories will ever be
converted into proven or probable reserves. Resources have a great amount of
uncertainty as to their existence, and great uncertainty as to their economic
and legal feasibility. It cannot be assumed that all or any part of such a
resource will ever be upgraded to a higher category or will ever be
economically extracted. Investors are cautioned not to assume that all or any
part of a resource exists or is economically or legally mineable. Investors
are also especially cautioned that the mere fact that such resources may be
referred to in ounces of silver and/or copper, rather than in tons of
mineralization and grades of silver and/or copper estimated per ton, is not an
indication that such material will ever result in mined ore which is processed
into commercial silver or copper. The contained metal estimates in this news
release are derived from an inferred resource of 137 million tons grading 1.6
ounces silver per ton and 0.72% copper, and is based upon a technical report
dated May 7, 2004, amended January 27, 2005, available on SEDAR.
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