Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
March 26 2018 - 5:31PM
Edgar (US Regulatory)
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,
2018
KLONDEX MINES LTD.
(Exact name
of registrant as specified in its charter)
British Columbia
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001-37563
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98-1153397
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(State or other jurisdiction of
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incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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6110 Plumas Street Suite A
Reno, Nevada 89519
(Address of Principal Executive Offices)
(775) 284-5757
(Registrant's telephone number,
including area code)
N/A
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (See General Instructions A.2 below):
[X] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[X] Soliciting material pursuant to Rule
14a-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))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b -2
of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.
[ ]
Item 8.01 Other Events.
As previously reported, on March 16, 2018, Klondex Mines Ltd.
(Klondex) entered into an arrangement agreement (the Arrangement Agreement)
with Hecla Mining Company (Hecla) and 1156291 B.C. Unlimited Liability
Company, a wholly-owned subsidiary of Hecla.
On March 26, 2018, Klondex, pursuant to Canadian securities
laws, filed a material change report (the Material Change Report) on SEDAR
summarizing, among other things, the entry into, and the terms of, the
Arrangement Agreement. A copy of the Material Change Report is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
The summary of the Arrangement Agreement in the Material Change
Report does not purport to be complete and is qualified in its entirety by the
full text of the Arrangement Agreement, a copy of which is attached as Exhibit
2.1 to Klondexs Current Report on Form 8-K filed on March 19, 2018.
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 the
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
.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibit is being filed herewith:
SIGNATURE
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, hereunto duly authorized.
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KLONDEX MINES LTD.
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Date:
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March 26, 2018
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By:
/s/ Barry Dahl
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Name: Barry Dahl
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Title: Chief Financial Officer
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