Item 8.01 Other Events.
On March 19, 2018, Klondex and Hecla issued a joint press
release relating to the entry into the Arrangement Agreement. A copy of the
press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference. As announced in the joint press release, Klondex and Hecla will hold
a conference call to discuss the transactions pursuant to the Arrangement
Agreement at 5:30 a.m. (Pacific Time) on March 19, 2018. A slide presentation
that will be made in connection with the conference call is attached hereto as
Exhibit 99.2 and is incorporated herein by reference.
On March 19, 2018, Klondex also sent a letter to its employees
notifying them of the entry into the Arrangement Agreement. A copy of the letter
is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K and the
exhibits attached hereto constitute forward-looking statements within the
meaning of United States securities laws and forward -looking information within
the meaning of Canadian securities laws (collectively, "forward-looking
statements"). Any statements that express or involve discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives, assumptions
or future events or performance (often, but not always, identified by words or
phrases such as expects, is expected, anticipates, believes, plans,
projects, estimates, assumes, intends, strategy, goals,
objectives, potential, possible or variations thereof or stating that
certain actions, events, conditions or results may, could, would,
should, might or will be taken, occur or be achieved, or the negative of
any of these terms and similar expressions) are not statements of historical
fact and may be forward-looking statements. Our forward-looking statements
involve risks and uncertainties that may cause our actual results to materially
differ from such forward looking statements. These risks and uncertainties
include the occurrence of any event that could give rise to the termination of
the proposed transaction; the failure to obtain the required shareholder
approval or required regulatory clearance for the proposed transaction; and
failure to satisfy other conditions to consummating the proposed transaction.
Our forward-looking statements are based on the beliefs, expectations and
opinions of management as of the date the statements were made. We do not assume
any obligation to update our forward-looking statements if circumstances or
managements beliefs, expectations or opinions should change, except as required
by law. For the reasons set forth above, investors should not place undue
reliance on our forward-looking statements.
Important Additional Information and Where to Find It
In connection with the transaction contemplated under the
Arrangement Agreement (the Proposed Transaction), Klondex will file with the
SEC and mail or otherwise provide to its shareholders a proxy statement
regarding the Proposed Transaction. BEFORE MAKING ANY VOTING DECISION, KLONDEXS
SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT IN ITS ENTIRETY
WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders may
obtain a free copy of the proxy statement and other documents that Klondex files
with the SEC (when available) from the SECs website at www.sec.gov and
Klondexs website at www.klondexmines.com. In addition, the proxy statement and
other documents filed by Klondex with the SEC (when available) may be obtained
from Klondex free of charge by directing a request to Mike Beckstead, Director,
Investor Relations, Klondex Mines Ltd., 6110 Plumas Street, Suite A, Reno,
Nevada, USA 89519, Phone: 775-284-5757.
None of the Hecla Shares and/or Spinco Shares to be issued
pursuant to the Arrangement Agreement have been or will be registered under the
Securities Act, or any state securities laws, and such securities are
anticipated to be issued in reliance upon the exemption from such registration
requirements afforded by Section 3(a)(10) of the Securities Act and applicable
exemptions under state securities laws. This document does not constitute an
offer to sell or the solicitation of an offer to buy any securities.
Certain Participants in the Solicitation
Klondex, Klondexs directors and certain of Klondexs executive
officers and employees may be deemed, under SEC rules, to be participants in the
solicitation of proxies from Klondexs shareholders with respect to shareholder
approval of the Proposed Transaction. Information regarding the names of
Klondexs directors and executive officers and their respective interests in
Klondex by security holdings or otherwise is set forth in Klondexs Annual
Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the
SEC on March 14, 2018 and Klondexs definitive proxy statement for its 2017
Annual and Special Meeting of Shareholders filed with the SEC on April 11, 2017.
Additional information regarding the interests of such individuals in the
Proposed Transaction will be included in the proxy statement relating to such
Proposed Transaction when it is filed with the SEC. These documents may be
obtained free of charge from the SECs website at www.sec.gov and Klondexs
website at
www.klondexmines.com
.