Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
March 24 2020 - 5:31PM
Edgar (US Regulatory)
Filed pursuant to Rule 433
Registration Statement No. 333-227024
Issuer Free Writing Prospectus dated March
24, 2020
Relating to Prospectus Supplement dated March
24, 2020
(To Prospectus dated September 21, 2018)
ALEXCO
RESOURCE CORP.
Public Offering of Common Shares
March 24, 2020
A final base shelf prospectus dated
September 21, 2018 containing important information relating to the securities described in this document has been filed with the
securities regulatory authorities in each of the provinces of British Columbia, Alberta, Ontario, Saskatchewan and Manitoba of
Canada (the “Canadian Qualifying Jurisdictions”), and in a corresponding registration statement on Form F-10/A (SEC
File No. 333-227024) with the United States Securities and Exchange Commission (“SEC”). A prospectus supplement dated
March 24, 2019 to the final base shelf prospectus containing important information regarding the securities described in this term
sheet will also be filed with the Canadian Qualifying Jurisdictions in Canada and with the SEC in the United States. A copy of
the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement
that has been filed is required to be delivered with this document.
You may get these documents for free
by visiting EDGAR on the SEC's website at www.sec.gov or SEDAR at www.sedar.com. Alternatively, copies of these documents can
be obtained by contacting the Company (defined below) or the Underwriter (defined below) participating in the Offering who will
arrange to send them if you request it by contacting: Cormark Securities Inc. Royal Bank Plaza, North Tower, Suite 1800, Bay Street,
Toronto, Ontario M5J 2J2.
This document does not provide full
disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any
amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the
securities offered, before making an investment decision.
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Offering:
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Treasury Offering of common shares (the “Common
Shares”) of Alexco Resource Corp. (the “Company”) (the “Offering”).
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Offering Price:
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To be determined in the context of the market.
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Size of Offering:
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To be determined in the context of the market, but not
to be less than C$5,000,000.
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Over-Allotment Option:
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The Underwriters shall have the option (“Over-Allotment
Option”) to sell up to that number of additional Common Shares at the Offering Price, equal to 15% of the number of
Common Shares issued pursuant to the Offering, for market stabilization purposes and to cover over-allotments, if any, provided
that the aggregate number of Common Shares to be issued by the Company pursuant to the Offering.
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Use of Proceeds:
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The proceeds will be used for preservation and measured advancement of mine development activity at Keno Hill, exploration
and for general working capital purposes.
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Closing:
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March 27, 2020, or such other date as the Co-Lead Underwriters
and the Company may agree.
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Commission:
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Cash commission equal to 6.0% of the gross proceeds of the Offering.
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Eligibility:
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The Common Shares will be eligible for Canadian RRSPs, RRIFs, DPSPs, RESPs and TFSAs
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Selling Jurisdictions:
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The Offering will be made by way of a prospectus supplement
(the “Prospectus Supplement”) to the Company’s existing Canadian base shelf prospectus (the “Base
Shelf Prospectus”) and related U.S. registration statement on Form F-10 (the “Registration Statement”).
The U.S. form of Base Shelf Prospectus is included in the Registration Statement. The Prospectus Supplement will be filed with
the securities commissions in the provinces of British Columbia, Alberta, Ontario, Saskatchewan and Manitoba (the “Canadian
Offering Jurisdictions”) and the United States Securities and Exchange Commission. The Common Shares may also be offered
in such other jurisdictions outside of Canada and the United States, in each case in accordance with all applicable laws provided
that no prospectus, registration statement or similar document is required to be filed in such jurisdiction.
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Listing:
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The common shares of the Company are listed on the TSX under the symbol “AXU” and on
the NYSE American under the symbol “AXU”. The Company will use its best efforts to ensure that the Common Shares issued
in connection with the Offering will be listed on the TSX and NYSE American at the time of Closing, which listing shall be a condition
of Closing.
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Underwriting Syndicate:
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Cormark Securities Inc. (1) 60%
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Cantor
Fitzgerald Canada Corp. 30%
Canaccord
Genuity Corp 10%
(1)
Book runner (5% step-up)
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Offering Basis:
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Over-night marketed public offering subject to conventional
deal termination provisions to be included in a definitive underwriting agreement including Material Change Out, Disaster Out,
Breach, and Due Diligence.
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No securities regulatory authority
has expressed an opinion about these securities and it is an offence to claim otherwise. Information has been incorporated by reference
in the short form prospectus from documents filed with securities commissions or similar authorities in Canada.
An investment in the Common Shares
is highly speculative due to various factors, including the nature of the Company’s business and should only be made by persons
who can afford the total loss of their investment. Prospective investors should consider the risk factors described under “Risk
Factors” in the final base shelf prospectus and in the Company’s Annual Information Form for the year ended December
31, 2019 which is available under the Company’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”)
at www.sedar.com or as Exhibit 99.1 to the Company’s Form 40-F as filed with the SEC under the Company’s profile at
www.sec.gov, before purchasing the Common Shares.
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