As filed with the Securities and Exchange
Commission on October 16, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form F-10
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ALEXCO RESOURCE CORP.
(Exact name of Registrant as specified
in its charter)
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British Columbia, Canada
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1040
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91-0742812
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(Province or other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial Classification
Code Number)
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(I.R.S. Employer Identification Number, if
any)
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Suite 1225, Two Bentall Centre,
555 Burrard Street, Box 216
Vancouver, British Columbia, V7X 1M9
Canada
(604) 633-4888
(Address and telephone number of Registrant’s
principal executive offices)
DL Services Inc.
Columbia Center, 701 Fifth Avenue, Suite 6100
Seattle, Washington 98104
(206) 903-8800
(Name, address (including
zip code) and telephone number (including area code) of agent for service in the United States)
Copies to:
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Jason K. Brenkert, Esq.
Dorsey & Whitney LLP
1400 Wewatta Street, Suite 400
Denver, CO 80202-5549
(303) 629-3400
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Lucy Schilling
Miller Thomson LLP
400 – 725 Granville Street
Vancouver, British Columbia
Canada V7Y 1G5
(604) 643-1220
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Approximate date of commencement of proposed
sale to the public:
From time to time after the effective date
of this registration statement.
Province of British Columbia, Canada
(Principal jurisdiction regulating this
offering)
It is proposed that this filing shall become
effective (check appropriate box below):
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A.
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¨ upon filing with the Commission, pursuant
to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and
Canada).
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B.
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x at some future date (check appropriate box
below)
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1.
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¨ pursuant to Rule 467(b) on ( )
at ( ) (designate a time not sooner than seven calendar days after filing).
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2.
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¨ pursuant to Rule 467(b) on ( )
at ( ) (designate a time seven calendar days or sooner after filing) because the securities regulatory authority in the
review jurisdiction has issued a receipt or notification of clearance on ( ).
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3.
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¨ pursuant to Rule 467(b) as soon
as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the
review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
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4.
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x after the filing of the next amendment to
this Form (if preliminary material is being filed).
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If any of the securities being registered
on this form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering
procedures, check the following box. x
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be
registered
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Proposed Maximum
Aggregate Offering Price
(1) (2)
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Amount of Registration Fee
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Common Shares, Warrants, Subscription Receipts and Units (3)
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US$
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37,795,000
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$
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4,123.43
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Total
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US$
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37,795,000
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$
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4,123.43
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(1)
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The Rule 457(o) permits the registration fee to be calculated on the basis of the maximum offering price of all of
the securities listed and, therefore, the table does not specify by each class information as to the amount to be registered or
the proposed maximum offer price per security. The proposed maximum initial offering price per security will be determined, from
time to time, by the Registrant. In no event will the aggregate initial offering price of all securities issued from time to time
pursuant to this Registration Statement exceed U.S.$37,795,000.
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(2)
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Determined based on the proposed maximum aggregate offering price in Canadian dollars of Cdn$50,000,000 converted into U.S.
dollars based on the average rate of exchange on October 15, 2020, as reported by the Bank of Canada, for the conversion of
Canadian dollars into U.S. dollars of Cdn$1.00 equals U.S.$0.7559.
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(3)
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Subject to footnote (1), there are being registered hereunder an indeterminate number of Common Shares, Warrants to Purchase
Common Shares or Subscription Receipts, Subscription Receipts which entitle the holder to receive upon satisfaction of certain
release conditions, for no additional consideration, Common Shares, Warrants or any combination thereof, or Units consisting of
two or more of the foregoing or any combination thereof, as may be sold from time to time by the Registrant. There are also being
registered hereunder an indeterminate number of Common Shares as may be issuable upon exercise of Warrants to Purchase Common Shares
or as part of Subscription Receipts or Units and such indeterminate number of Common Shares as may be issuable pursuant to anti-dilution
or other similar adjustment provisions in the Warrants or Subscription Receipts.
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The Registrant hereby amends this registration statement
on such date or dates as may be necessary to delay its effective date until the registration statement shall become effective as
provided in Rule 467 under the Securities Act of 1933 or on such date as the Commission, acting pursuant to Section 8(a) of
the Act, may determine.
PART I
INFORMATION REQUIRED TO BE DELIVERED
TO OFFEREES OR PURCHASERS
The information contained
herein is subject to completion and amendment. A registration statement relating to these securities has been filed with the United
States Securities and Exchange Commission. These securities may not be offered or sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective. This short form prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities in any state of the United States in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state
of the United States.
SUBJECT TO COMPLETION, DATED
OCTOBER 16, 2020
Prospectus Dated , 2020
ALEXCO RESOURCE CORP.
Suite 1225, Two Bentall Centre, 555 Burrard Street,
Vancouver, British Columbia, V7X 1M9
CDN$50,000,000
COMMON SHARES
WARRANTS
SUBSCRIPTION RECEIPTS
UNITS
Alexco Resource Corp. (the "Company"
or "Alexco") may offer and issue from time to time, the securities listed above or any combination thereof with
the aggregate initial offering price not to exceed Cdn$50,000,000 during the 25 month period that this short form base shelf prospectus
(this "Prospectus"), including any amendments thereto, remains effective. The Company's securities may be offered
separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and
set forth in an accompanying shelf prospectus supplement ("Prospectus Supplement").
The specific terms of the securities offered
in a particular offering will be set out in the applicable Prospectus Supplement and may include, where applicable (i) in
the case of common shares, the number of common shares offered, the offering price and any other specific terms; (ii) in the
case of warrants, the designation, number and terms of the securities issuable upon exercise of the warrants, any procedures that
will result in the adjustment of these numbers, the exercise price, dates and periods of exercise, the currency in which the warrants
are issued and any other specific terms; (iii) in the case of subscription receipts, the designation, number and terms of
the securities issuable upon satisfaction of certain release conditions, any procedures that will result in the adjustment of these
numbers, any additional payments to be made to holders of subscription receipts upon satisfaction of the release conditions, the
terms of the release conditions, the terms governing the escrow of all or a portion of the gross proceeds from the sale of the
subscription receipts, terms for the refund of all or a portion of the purchase price for the subscription receipts in the event
that the release conditions are not met or any other specific terms; and (iv) in the case of units, the designation, number
and terms of the common shares, warrants or subscription receipts comprising the units. A Prospectus Supplement may include specific
variable terms pertaining to the above-described securities that are not within the alternatives or parameters set forth in this
Prospectus.
All shelf information permitted under applicable
securities laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered
to purchasers together with this Prospectus to the extent required by applicable securities laws. Each Prospectus Supplement will
be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement
and only for the purposes of the distribution of the securities to which the Prospectus Supplement pertains.
This offering is made by a Canadian
issuer that is permitted under a multijurisdictional disclosure system adopted by the United States and Canada ("MJDS")
to prepare this Prospectus in accordance with Canadian disclosure requirements. Prospective investors in the United States should
be aware that such requirements are different from those of the United States. The annual financial statements included or incorporated
by reference herein have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued
by the International Accounting Standards Board ("IASB") and the interim financial statements included or incorporated
by reference herein have been prepared in accordance with IAS 34 Interim Financial Reporting and may not be comparable to financial
statements of United States companies. Alexco's financial statements are subject to the standards of the Public Company Accounting
Oversight Board (United States) and the United States Securities and Exchange Commission ("SEC") independence standards.
Prospective investors should be aware
that the acquisition and disposition of the securities described herein may have tax consequences both in the United States and
in Canada. Such consequences for investors who are resident in, or citizens of, the United States or Canada are not described fully
herein. Prospective Investors should read the tax discussion contained in any applicable Prospectus Supplement with respect to
a particular offering of the securities. See "Certain Income Tax Considerations" in this Prospectus.
The enforcement of civil liabilities
under the United States federal securities laws may be affected adversely by the fact that the Company is existing under the laws
of British Columbia, Canada, most of its officers and directors are residents of Canada, that some or all of the experts named
in this Prospectus are residents of Canada, and most of the assets of the Company and the assets of said persons are located outside
the United States. See "Enforcement of Civil Liabilities" in this Prospectus.
NEITHER THE SEC, NOR ANY STATE SECURITIES
REGULATOR, HAS APPROVED OR DISAPPROVED THE SECURITIES OFFERED HEREBY OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
An investment in our securities involves
a high degree of risk. You should carefully read the "Risk Factors" section detailed in this Prospectus.
This Prospectus constitutes a public offering
of the securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted
to sell such securities. Alexco may offer and sell securities to, or through, underwriters or dealers and also may offer and sell
certain securities directly to other purchasers or through agents pursuant to exemptions from registration or qualification under
applicable securities laws. The Prospectus Supplement relating to each issue of securities offered thereby will set forth the names
of any underwriters, dealers, or agents involved in the offering and sale of such securities and will set forth the terms of the
offering of such securities, the method of distribution of such securities, including, to the extent applicable, the proceeds to
the Company and any fees, discounts or any other compensation payable to underwriters, dealers or agents, and any other material
terms of the plan of distribution. No underwriter has been involved in the preparation of, or has performed a review of, the contents
of this Prospectus.
Securities may be sold from time to time
in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, securities
may be offered at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at prices
to be negotiated with purchasers at the time of sale, which prices may vary as between purchasers and during the period of distribution
of the securities.
In connection with any offering of securities
(unless otherwise specified in a Prospectus Supplement), other than an "at-the-market distribution", the underwriters
may over-allot or effect transactions which stabilize or maintain the market price of the securities offered at a level above that
which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. See "Plan
of Distribution".
The Company's common shares are listed
on both the Toronto Stock Exchange (the "TSX") and the NYSE American Stock Exchange (the "NYSE American")
under the symbol "AXU". Unless otherwise specified in a Prospectus Supplement, there is no market through which the
Company's warrants or subscription receipts may be sold and you may not be able to resell any of such securities, purchased under
this Prospectus or any Prospectus Supplement. This may affect the pricing of such securities on the secondary market, the transparency
and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation. See "Risk Factors".
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
You should rely only on the information
contained in or incorporated by reference into this Prospectus. Alexco has not authorized anyone to provide you with different
information. Alexco is not making an offer of these securities in any jurisdiction where the offer is not permitted. You should
bear in mind that although the information contained in this Prospectus and any Prospectus Supplement is accurate as of any date
on the front of such documents, such information may also be amended, supplemented or updated by the subsequent filing of additional
documents deemed by law to be or otherwise incorporated by reference into this Prospectus and by any subsequently filed prospectus
amendments.
This Prospectus provides a general description
of the securities that the Company may offer. Each time the Company sells securities under this Prospectus, it will provide you
with a Prospectus Supplement that will contain specific information about the terms of that offering. The Prospectus Supplement
may also add, update or change information contained in this Prospectus. Before investing in any securities, you should read both
this Prospectus and any applicable Prospectus Supplement together with additional information described below under "Documents
Incorporated by Reference" and "Available Information".
Unless stated otherwise or the context
otherwise requires, all references to dollar amounts in this Prospectus and any Prospectus Supplement are references to Canadian
dollars. References to "$" or "Cdn$" are to Canadian dollars and references to "US$" are to U.S.
dollars. See "Currency Presentation and Exchange Rate Information". The Company's annual financial statements and interim
financial statements that are incorporated by reference into this Prospectus and any Prospectus Supplement have been prepared in
accordance with IFRS and IAS 34, respectively.
Unless the context otherwise requires,
references in this Prospectus and any Prospectus Supplement to "Alexco", the "Company", "we", "us"
or "our" includes Alexco Resource Corp. and each of its material subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This Prospectus and the documents incorporated
by reference into this Prospectus contain "forward-looking statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian
securities laws (together, "forward-looking statements") concerning the Company's business plans, including, but
not limited to, anticipated results and developments in Alexco's operations in future periods, planned exploration and development
of its mineral properties, plans related to its business and other matters that may occur in the future.
Forward-looking statements may include,
but are not limited to, statements with respect to additional capital requirements to fund further exploration and development
work on the Company's properties, future remediation and reclamation activities, future mineral exploration, the estimation of
mineral reserves and mineral resources, the realization of mineral reserve and mineral resource estimates, future mine construction
and development activities, future mine operation and production, the timing of activities, the amount of estimated revenues and
expenses, the success of exploration activities, permitting timelines, requirements for additional capital and sources and uses
of funds, and the Company's ability to successfully withstand the economic impact of COVID-19. 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, using words or phrases such as "expects", "anticipates", "plans",
"estimates", "intends", "strategy", "goals", "objectives" or stating that certain
actions, events or results "may", "could", "would", "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".
Forward-looking statements relate to analyses
and other information that are based on forecasts of future results, estimates of amounts not yet determinable and certain assumptions
that management believes are reasonable at the time they are made. In making the forward-looking statements in this Prospectus,
the Company has applied several material assumptions, including, but not limited to, the assumption that: (1) additional financing
may be needed to fund certain contingent payment obligations to Wheaton (as defined below); (2) additional financing needed
for the capacity related refund under the Amended and Restated SPA (as defined below) with Wheaton will be available on reasonable
terms; (3) additional financing needed for further exploration and development work on Alexco's properties will be available
on reasonable terms; (4) the proposed development of its mineral projects will be viable operationally and economically and
proceed as planned; (5) market fundamentals will result in sustained silver, gold, lead and zinc demand and prices, and such
prices will not be materially lower than those estimated by management; (6) market fundamentals will result in sustained silver,
gold, lead and zinc demand and prices, and such prices will be materially consistent with or more favourable than those anticipated
in the Prefeasibility Study ("PFS") (as defined under "Summary Description of the Business – Mining
Business"); (7) the actual nature, size and grade of its mineral resources are materially consistent with the resource
estimates reported in the supporting technical reports, including the PFS; (8) labor and other industry services will be available
to the Company at prices consistent with internal estimates; (9) the continuances of existing and, in certain circumstances,
proposed tax and royalty regimes; and (10) that other parties will continue to meet and satisfy their contractual obligations
to the Company. Statements concerning mineral reserve and resource estimates may also be deemed to constitute forward-looking information
to the extent that they involve estimates of the mineralization that will be encountered if the property is developed. Other material
factors and assumptions are discussed throughout this Prospectus and, in particular, under the heading "Risk Factors".
Financial outlook information about potential
future cash flows contained in this Prospectus or in a document incorporated by reference is based on assumptions about future
events, including economic conditions and proposed courses of action, based on management's assessment of the relevant information
currently available. Readers are cautioned that any such financial outlook information should not be used for purposes other than
for which it is disclosed.
Forward-looking statements are subject
to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from
those expressed or implied by the forward-looking statements, including, without limitation:
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commodity price fluctuations including future prices of silver, gold, lead and zinc and other commodities;
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risks related to actual results and timing of exploration and development activities and mining
activities;
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risks related to the impacts of COVID-19 and the volatility thereof, including disruption or delay
of exploration and mining activities;
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changes in project parameters as plans continue to be refined;
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risks related to the Company's ability to finance the development of its mineral properties;
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risks related to the Company's ability to commence production and generate material revenues or
obtain adequate financing for its planned exploration and development activities or needed to fund certain contingent payment obligations
on reasonable terms or at all;
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the risk that permits and governmental approvals necessary to develop and operate mines on the
Company's properties will not be available on a timely basis or at all;
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uncertainty of capital costs, operating costs, production and economic returns;
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the Company's need to attract and retain qualified management and technical personnel;
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uncertainty of production at the Company's mineral exploration properties;
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risks and uncertainties relating to the interpretation of drill results, the geology, grade and
continuity of the Company's mineral deposits;
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possible variations in resources, grade or recovery rates;
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mining and development risks, including risks related to accidents, equipment breakdowns, labour
disputes or other unanticipated difficulties with or interruptions in development, construction or production;
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risks related to governmental regulation, including environmental regulation;
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risks related to environmental services operations and remediation and reclamation activities on
the Company's properties;
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uncertainty related to title to the Company's mineral properties;
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uncertainty related to unsettled aboriginal rights and title in the Yukon Territory;
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delays in obtaining governmental approvals or financing or in the completion of development activities;
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the Company's history of losses and expectation of future losses;
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uncertainty as to the Company's ability to acquire additional commercially mineable mineral rights;
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variations in interest rates and foreign exchange rates; and
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increased competition in the mining industry.
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This list is not exhaustive of the factors
that may affect any of the Company's forward-looking statements and new risk factors may emerge from time to time. Forward-looking
statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future
events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties
and other factors, including, without limitation, those referred to in this Prospectus under the heading "Risk Factors"
and elsewhere in this Prospectus. Readers should also carefully consider the matters discussed in the documents incorporated by
reference into this Prospectus, including the Annual Information Form, Annual MD&A and Interim MD&A, as defined below.
In addition, although the Company has attempted to identify important factors that could cause actual achievements, events or conditions
to differ materially from those identified in the forward-looking statements, there may be other factors that cause achievements,
events or conditions not to be as anticipated, estimated or intended. Many of the foregoing factors are beyond the Company's ability
to control or predict.
These forward-looking statements are based
on the beliefs, expectations and opinions of management on the date the statements are made, and such beliefs, expectations and
opinions are subject to change after such date. The Company does not assume any obligation to update forward-looking statements,
except as required by applicable securities laws, if circumstances or management's beliefs, expectations or opinions should change.
For the reasons set forth above, investors should not place undue reliance on forward-looking statements.
CAUTIONARY NOTE TO UNITED STATES INVESTORS
CONCERNING MINERAL RESERVE AND RESOURCE ESTIMATES
This Prospectus and the documents incorporated
by reference herein have been prepared in accordance with the requirements of Canadian provincial securities laws, which differ
from the requirements of United States securities laws. Unless otherwise indicated, all mineral reserve and mineral resource estimates
included or incorporated by reference in this Prospectus have been prepared in accordance with Canadian National Instrument 43-101
Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian Institute of Mining, Metallurgy
and Petroleum (the "CIM") - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the
CIM Council, as amended. As used herein, the terms "mineral reserve", "proven mineral reserve" and "probable
mineral reserve" are Canadian mining terms as defined in accordance with NI 43-101and the CIM. These definitions
differ from the definitions in the SEC's Industry Guide 7 under the United States Securities Act of 1933, as amended (the "U.S.
Securities Act"). NI 43-101 is an instrument developed by the Canadian Securities Administrators that establishes standards
for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.
Under SEC Industry Guide 7 standards, a
"final" or "bankable" feasibility study is required to report reserves, the three-year historical average price
is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed
with the appropriate governmental authority.
In addition, the terms "mineral resource",
"measured mineral resource", "indicated mineral resource" and "inferred mineral resource" are defined
in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally
not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that
any part or all of mineral deposits in these categories will ever be converted into SEC Industry Guide 7 reserves. Under Canadian
rules, inferred mineral resources can only be used in economic studies as provided under NI 43-101. Investors are cautioned not
to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. An "inferred
mineral resource" is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of
limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality
continuity. An inferred mineral resource has a lower level of confidence than that applying to an indicated mineral resource and
must not be converted to a mineral reserve. It is reasonably expected that the majority of the inferred mineral resources could
be upgraded to indicated mineral resources with continued exploration. Disclosure of "contained ounces" in a resource
is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that
does not constitute "reserves" by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit
measures.
Accordingly, information contained in this
Prospectus and the documents incorporated by reference herein contain descriptions of the Company's mineral deposits that may not
be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements
under the United States federal securities laws and the rules and regulations thereunder, including SEC Industry Guide 7.
The SEC has adopted amendments to its disclosure
rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC.
These amendments became effective February 25, 2019 (the "SEC Modernization Rules") and, following a two-year
transition period, the SEC Modernization Rules will replace the historical property disclosure requirements for mining registrants
that are included in SEC Industry Guide 7. Following the transition period, as a foreign private issuer that files its annual report
on Form 40-F with the SEC pursuant to the multi-jurisdictional disclosure system, the Company is not required to provide disclosure
on its mineral properties under the SEC Modernization Rules and will continue to provide disclosure under NI 43-101 and the
CIM standards. If the Company ceases to be a foreign private issuer or loses its eligibility to file its annual report on Form 40-F
pursuant to the multi-jurisdictional disclosure system, then the Company will be subject to the SEC Modernization Rules which
differ from the requirements of NI 43-101 and the CIM standards.
CURRENCY PRESENTATION AND EXCHANGE RATE
INFORMATION
All dollar amounts set forth in this Prospectus
are expressed in Canadian dollars, except where otherwise indicated. References to Canadian dollars, Cdn$ or $ are to the currency
of Canada. References to U.S. dollars or US$ are to the currency of the United States.
The following table sets out, for each
period indicated, the high and low exchange rates for one Canadian dollar expressed in U.S. dollars, the average of such exchange
rates during such period, and the exchange rate at the end of such period based on the daily rate as reported by the Bank of Canada:
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Period from January 1, 2020
to June 30, 2020
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Year Ended
December 31
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2019
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2018
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Highest rate during period
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US$
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0.7710
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US$
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0.7669
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US$
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0.8138
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Lowest rate during period
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US$
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0.6898
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US$
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0.7353
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US$
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0.7330
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Average rate during period
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US$
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0.7332
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US$
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0.7537
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US$
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0.7721
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Rate at the end of period
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US$
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0.7338
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US$
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0.7699
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US$
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0.7330
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The average exchange rate is calculated
using the average of the daily rate on the last business day of each month during the applicable fiscal year or interim period.
The Canadian dollar/U.S. dollar exchange rate has varied significantly over the last several years and investors are cautioned
not to assume that the exchange rates presented here are necessarily indicative of future exchange rates.
DOCUMENTS INCORPORATED BY REFERENCE
Information has been incorporated by reference
in this Prospectus from documents filed with securities commissions or similar authorities in British Columbia, Alberta, Ontario,
Saskatchewan and Manitoba (the "Commissions"). Copies of the documents incorporated herein by reference may be
obtained on request without charge from the Corporate Secretary of Alexco at Suite 1225, Two Bentall Centre, 555 Burrard Street,
Box 216, Vancouver, British Columbia, V7X 1M9, Canada, telephone: (604) 633-4888 and are also available electronically on SEDAR
which can be accessed electronically at www.sedar.com.
The following documents of the Company,
which have been filed with the Commissions, are specifically incorporated by reference into, and form an integral part of, this
Prospectus:
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a.
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the management information circular of Alexco dated as of April 23, 2020 prepared in connection
with Alexco's annual general meeting of shareholders held on June 4, 2020 (the "Information Circular"), filed
on SEDAR on April 27, 2020;
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b.
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the unaudited interim condensed consolidated financial statements of Alexco for the three and six
months ended June 30, 2020 and 2019 (the "Interim Financial Statements"), together with the notes thereto
and related management's discussion and analysis (the "Interim MD&A"), filed on SEDAR on August 12, 2020;
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c.
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the annual information form of Alexco (the "Annual Information Form") dated March 11,
2020 for the year ended December 31, 2019 and filed on SEDAR on March 11, 2020;
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d.
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the audited consolidated financial statements of Alexco for the year ended December 31, 2019,
together with the notes thereto and the auditors' report thereon and related management's discussion and analysis (the "Annual
MD&A"), filed on SEDAR on March 11, 2020;
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e.
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material change report dated June 26, 2020 in respect of (i) the Company receiving a
draft amended and renewed water use license for the Keno Hill Silver District ("Keno Hill" or the "District")
from the Yukon Water Board, (ii) the Company entering into a non-binding term sheet with Wheaton to amend the silver purchase
agreement originally dated October 2, 2008 (as subsequently amended), (iii) the Company's public offering of 7,326,100
common shares on a bought deal basis for aggregate gross proceeds of $20,000,253 (the "July 2020 Offering"),
and (iv) the Company increasing the size of the July 2020 Offering to 9,560,000 common shares for aggregate gross proceeds
of $26,098,800, filed on SEDAR on June 26, 2020 (the "June 26, 2020 Material Change Report");
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f.
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material change report dated April 3, 2020 in respect of the over-night marketed public offering
of an aggregate of 4,662,675 common shares of the Company, inclusive of common shares issued pursuant to the exercise in full of
the underwriters' over-allotment option (the "March 2020 Offering") announced on March 24, 2020 and
completed on March 27, 2020, filed on SEDAR on April 3, 2020 (the "April 3, 2020 Material Change Report");
and
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g.
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material change report dated February 24, 2020 in respect of the Company's sale of shares
of its subsidiary, Alexco Environmental Group Holdings Inc. ("AEG") to AEG's executive management for a purchase
price of $13.35 million, , filed on SEDAR on February 25, 2020.
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Any annual information form, material
change reports (excluding confidential material change reports), any interim and annual consolidated financial statements and related
management discussion and analysis, information circulars (excluding those portions that, pursuant to National Instrument 44-101
of the Canadian Securities Administrators, are not required to be incorporated by reference herein), any business acquisition reports,
any news releases or public communications containing financial information about the Company for a financial period more recent
than the periods for which financial statements are incorporated herein by reference, and any other disclosure documents required
to be filed pursuant to an undertaking to a provincial or territorial securities regulatory authority that are filed by the Company
with various securities commissions or similar authorities in Canada after the date of this Prospectus and prior to the termination
of this offering under any Prospectus Supplement, shall be deemed to be incorporated by reference in this Prospectus.
In addition, to the extent that any
document or information incorporated by reference into this Prospectus is included in any report filed with or furnished to the
SEC pursuant to the United States Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), after the date
of this Prospectus, such document or information shall be deemed to be incorporated by reference as an exhibit to the registration
statement of which this Prospectus forms a part (in the case of documents or information deemed furnished on Form 6-K or Form 8-K,
only to the extent specifically stated therein)
Any statement contained in this Prospectus
or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement
need not state that it has modified or superseded a prior statement or include any other information set forth in the document
it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes
that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or
an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light
of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of this Prospectus,
except as so modified or superseded.
A Prospectus Supplement containing the
specific terms of an offering of securities, updated disclosure of earnings coverage ratios, if applicable, and other information
relating to the securities, will be delivered to prospective purchasers of such securities together with this Prospectus and the
applicable Prospectus Supplement and will be deemed to be incorporated into this Prospectus as of the date of such Prospectus Supplement
only for the purpose of the offering of the securities covered by that Prospectus Supplement.
Upon a new annual information form and
the related annual financial statements being filed by the Company with, and, where required, accepted by, the applicable securities
commissions or similar regulatory authorities during the currency of this Prospectus, the previous annual information form, the
previous annual financial statements and all quarterly financial statements, material change reports and information circulars
filed prior to the commencement of the Company's financial year in which the new annual information form is filed shall be deemed
no longer to be incorporated into this Prospectus for purposes of further offers and sales of securities hereunder.
SUMMARY DESCRIPTION OF BUSINESS
As used in this Prospectus, the terms
"we", "us", "our", "Alexco" and "the Company" refer to Alexco Resource Corp.
and its subsidiaries unless the context otherwise requires.
The Company was incorporated under the
Business Corporations Act (Yukon) on December 3, 2004 under the name "Alexco Resource Corp.", and on December 28,
2007, the Company was continued into British Columbia under the Business Corporations Act (British Columbia).
The Company's head office is located at
Suite 1225, Two Bentall Centre, 555 Burrard Street, Box 216, Vancouver, British Columbia, V7X 1M9, and its registered and
records office is located at 400 – 725 Granville Street, Vancouver, British Columbia, V7Y 1G5. The Company's
common shares are listed for trading on both the TSX and the NYSE American under the symbol "AXU".
The
following chart depicts the Company's corporate structure together with the jurisdiction of incorporation of each of the Company's
subsidiaries. All ownership of each subsidiary is 100%.
General
The Company operates a mining business,
comprised of mineral exploration and mine development and operation in Canada, primarily in the Yukon Territory. In addition, the
Company operates a reclamation management segment of the business focused on the clean-up of historical liabilities of the Keno
Hill Silver District through Elsa Reclamation & Development Company Ltd. under a contract with the Federal Government
of Canada.
Mining Business
The Company's business consists of mineral
exploration and mine development and operation in Canada, primarily in Yukon Territory. The Company's principal mining business
activities are currently being carried out within the District in the Yukon Territory. The District is a silver mining region in
Canada, encompassing over 35 former mines that produced variously from approximately 1918 through 1988.
The Company's mineral property holdings
within the District cover certain geological areas which host silver mineralization, including historic producing former mines
and most of the other mineral occurrences. In addition to the deposits described below that are within the District as detailed
in the independent technical report with an effective date of March 28, 2019, as amended and issued on February 13, 2020,
prepared by Mining Plus Canada Consulting Ltd. entitled "NI 43-101 Technical Report, Prefeasibility Study of the Keno Hill
Silver District Project, Yukon Territory, Canada" (the "PFS") was filed and is available on SEDAR under the
Company's profile at www.sedar.com.
The Company holds several other less advanced
property interests within the District, including but not limited to the Silver King, Elsa, Husky, Sadie Ladue and McQuesten properties,
which potentially could become material properties depending on the results of exploration programs the Company may carry out on
them in the future, as well as the separate Elsa Tailings Property. Other non-material mineral property interests of the Company
include Harlan properties in the Yukon, and certain net smelter return royalties in respect of the Brewery Creek, Ida-Oro
(formerly Klondike) and Sprogge properties in the Yukon and the Telegraph Creek, Iskut River, Kiniskan Lake and Manson Creek
properties in British Columbia.
The documents incorporated by reference
herein, including the Annual Information Form, contain further details regarding the business of Alexco. See "Documents Incorporated
by Reference".
Recent Developments
Subsequent to the filing of the Annual
Information Form on March 11, 2020, the Company completed the following:
Mining Operations and Production Decision
In July 2020, the Company announced
that it was moving to production at Keno Hill and has since ramped up site activities accordingly. With the increasing activity,
the Company's primary focus has continued to be the health and safety of its employees, contractors and the communities, in which
it operates. The Company's COVID-19 management plan continues with strict prevention measures in place, consistent with the guidelines
of the Yukon government and health officials.
As at the date of the Prospectus, progress
on site-wide capital projects including mill modifications and infrastructure improvements continues to be on pace for completion
with mill commissioning and production of silver concentrate in Q4 2020.
Rehabilitation and capital development
continues on schedule at each of the three underground mines slated for initial ore production, with emphasis on the Bellekeno
Mine where initial ore will be used for commissioning of the mill in Q4 2020. All major pieces of new underground mine equipment
have been delivered to site and are currently operating or are being commissioned. This new fleet includes two (2) CAT R1300
3.5 yard scoops, two (2) CAT AD22 20 tonne haul trucks, two (2) Atlas Copco 282 twin boom jumbos, two (2) MacLean
SSB bolters and other support gear. Ore will first be delivered from the Bellekeno Mine where development to ore on the 680 level
is already complete. At Flame & Moth advance of the primary ramp is underway with approximately 270 meter ("m")
of primary ramp and level development required to cross cut the ore on the 835 level. At the Bermingham mine, construction of the
water treatment plant is underway, which is required prior to resuming ramp development.
Surface Exploration
On July 27, 2020, the Company announced
that surface exploration drilling had begun, targeting the down plunge extensions of the high grade Bermingham deposit.
As of the date of this Prospectus, Alexco's
surface exploration drilling program at the Bermingham "deep" target is progressing well with approximately 3,500 m completed
in six holes. A second drill has been added and the program extended, anticipating a total of 7,500 m to 8,000 m of drilling to
be completed in at least 12 holes by mid-November. The primary target is approximately 200 m vertically below the NE Zone of the
Bermingham deposit, that contains a total Indicated Mineral Resource of 32.9 million ounces of silver at an average grade of 930
grams per tonne silver.
The target zone for the remainder of the
2020 drilling is a structural panel that extends 600 m to 700 m along (strike) where the geologic framework appears to be similar
to that identified in the shallower existing resource.
Change in Directors and Appointment
of Senior Vice President, Corporate Development
On July 27, 2020, the Company announced
that Mr. Michael Winn resigned from the Company's Board of Directors effective immediately in order to focus on his increasing
responsibilities with other companies. Mr. Winn will remain as a strategic advisor to the Company's Board of Directors.
On September 15, 2020, the Company
announced the appointment of Paul Jones as Senior Vice President, Corporate Development. Mr. Jones brings nearly 20 years
experience in the mining sector in a variety of roles. Prior to joining the Company in September 2020, he was Senior Vice
President of Corporate Development for Alio Gold Inc.
Mr. Jones has also previously worked
for more than five years with an intermediate copper producer in operations, financial planning and analysis, investor relations,
and business development; earlier in his career, he was an investment banker focused on merger & acquisition advisory
for the mining and metals space.
July 2020 Offering
On July 7, 2020, the Company completed
the July 2020 Offering, pursuant to which the Company issued an aggregate of 10,994,000 common shares at a price of $2.73
per share (comprised of 9,560,000 common shares under the base offering and 1,434,000 common shares pursuant to the exercise in
full by the underwriters of the over-allotment option) for aggregate gross proceeds of $30,013,620, as described in the June 26,
2020 Material Change Report (see "Documents Incorporated by Reference").
Amended and Renewed Water Use License
On July 27, 2020, the Company announced
that it received the final amended and renewed Water Use License (the "WUL") from the Yukon Water Board for the
District. The final WUL authorizes the Company to source and use water as well as deposit designated waste streams into approved
facilities in and around planned production centres at the Bellekeno, Flame & moth, and Bermingham mines as well as the
District's mill facility. The term of the WUL is 17 years and the conditions of the final WUL are substantially as set out in the
June 26, 2020 Material Change Report (see "Documents Incorporated by Reference").
Amendment to Silver Purchase Agreement
On August 5, 2020, the Company and
Wheaton Precious Metals Corp. ("Wheaton") entered into an amended and restated silver purchase agreement (the
"Amended and Restated SPA") to simplify and modify the silver purchase agreement originally dated October 2,
2008 (as subsequently amended) by addressing all amendments to date and whereby the silver production payment made by Wheaton will
continue to be based on 25% of the silver production but will be based on a new payment formula as outlined below:
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during the initial two years or eight million ounces of payable silver production, Wheaton will
continue to receive 25% of the payable silver stream; however, the silver production payment to the Company will be adjusted on
a curve that reduces downside pricing risk, and enhances upside opportunity for Alexco. By way of example, in the initial two-year
production period and assuming a nominal US$17 per ounce silver pricing market, the Wheaton production payment to the Company will
increase by approximately 70% per ounce of silver relative to the existing agreement; and
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following the initial two-year period, Wheaton will continue to receive 25% of the life of mine
payable silver from the District; however, the production payment will revert to a defined range governed by upper and lower numeric
criteria (90% and 10%) based on the silver spot price at the time of delivery of metal to Wheaton.
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The Company issued 2,000,000 warrants to
Wheaton as consideration for entering into the Amended and Restated SPA, with each warrant entitling Wheaton to purchase one common
share of the Company at an exercise price of $3.50 until August 5, 2025.
For further details, see the June 26,
2020 Material Change Report as outlined under "Documents Incorporated by Reference".
COVID-19 Pandemic
In December 2019, a strain of novel
coronavirus, commonly referred to as COVID-19, was reported to have surfaced in Wuhan, China. COVID-19 has since spread rapidly
throughout many countries. On March 11, 2020, the World Health Organization declared COVID-19 to be a pandemic, and on March 18,
2020, the Province of British Columbia declared the pandemic a provincial state of emergency. Actions taken globally in response
to COVID-19 have significantly interrupted international business activities and contributed to significant volatility in the financial
markets. The Company is currently monitoring the situation and has implemented safety measures to deal with the COVID-19 pandemic.
The risks to the Company's business associated
with COVID-19 include, without limitation, risks related to breach of material contracts, employee health, workforce productivity,
increased insurance premiums, limitations on travel, the availability of industry experts and personnel, prolonged restrictive
measures put in place in order to control the pandemic and future outbreaks or other adverse public health developments globally
and other factors that will depend on future developments beyond the Company's control, which may have a material and adverse effect
on the Company's business, financial condition and results of operations. In addition, COVID-19 may have a significant impact on
the preparation of the Company's interim and annual financial statements, as well as other continuous disclosure obligations. Due
to different quarantine measures that have been and may to be imposed, it may be challenging for the Company to complete going
concern assessments, evaluations of subsequent events, impairments of financial and non-financial assets, as well as prepare financial
statements and management discussion and analyses.
The overall severity and duration of COVID-19-related
adverse impacts on the Company's business will also depend on future developments, which the Company cannot predict, including
directives of governments and health authorities, the status of labour availability and the Company's ability to staff its operations.
Even after the COVID-19 outbreak has subsided, the Company may continue to experience its negative impacts on its business as a
result of its economic impact, including any related recession, and potential lingering impacts on the Company's operations. As
at the date of this Prospectus, it is unknown how the Company may be affected if the COVID-19 pandemic persists for an extended
period of time. See "Risk Factors – Public Health Crisis".
As of the date of this Prospectus, COVID-19
has impacted the Company in several ways:
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The Company suspended underground mine development activities at Keno Hill from March 2020
to July 2020, at which point the Company resumed its activities consistent with the guidelines of the Yukon government and
health officials;
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The Company's 2020 surface exploration program originally planned to include approximately 11,500
meters of surface drilling beginning in May was decelerated as a result of the COVID-19 restrictions until July 2020,
at which point the Company began its surface exploration drilling targeting the down plunge extensions of the high grade Bermingham
deposit;
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Only essential employees and contractors are currently allowed access to Keno Hill operations,
and all incoming personnel must be pre-screened and cleared for travel to Keno Hill by Company health and safety medics;
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Keno Hill employee schedules have been modified to reduce, where possible, any travel from locations
outside the Yukon and British Columbia. The Company is following the 14-day self-isolation requirements issued by the Yukon Government
for workers entering the Yukon from outside of the Yukon Territory or British Columbia;
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At Keno Hill enhanced sanitation procedures have been implemented by the Company's camp and catering
contractor and mandatory hygiene techniques have been established for all employees and camp residents. On-site work schedules
and other measures have been implemented to reduce employee interaction;
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On a Company-wide basis, travel is restricted to essential travel only and, where reasonably possible,
employees are working remotely from home; and
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The Company consults with a third-party health care provider to provide expert advice and guidance
on an ongoing basis.
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The Company continues to closely monitor
the changing conditions of the COVID-19 crisis and follows the advice and guidelines of the Yukon, provincial and federal health
professionals and government officials, as well as industry-wide best practices.
RISK FACTORS
An investment in any securities of the
Company is speculative and involves a high degree of risk due to the nature of Alexco's business and the present stage of development
of its mineral properties. The following risk factors, as well as risks not currently known to the Company, could materially adversely
affect the Company's future business, financial condition, results of operations and prospects and could cause them to differ materially
from the forward-looking statements relating to the Company. Before deciding to invest in any securities, investors should consider
carefully the risk factors set out below, those contained in the section entitled "Cautionary Note Regarding Forward-Looking
Statements" above, those contained in the documents incorporated by reference in this Prospectus and those described in any
Prospectus Supplement, including those described in the Company's historical consolidated financial statements, the related notes
thereto and the Company's Annual Information Form.
The following risk factors, as well
as risks not currently known to the Company or that the Company currently deems to be immaterial, could materially adversely affect
the Company's future business, financial condition, results of operations earnings and prospects and could cause them to differ
materially from the forward-looking statements relating to the Company. While the significant risk factors which the Company believes
it faces are discussed below, they do not comprise a definitive list of all risk factors related to the Company's business and
operations.
Loss of Investment
An investment in the offered securities
is suitable only for those investors who are willing to risk a loss of some or all of their investment and who can afford to lose
some or all of their investment.
Negative Cash Flow From Operating
Activities
The Company has not yet consistently achieved
positive operating cash flow, and there are no assurances that the Company will not experience negative cash flow from operations
in the future. The Company has incurred net losses in the past and may incur losses in the future and will continue to incur losses
until and unless it can derive sufficient revenues from its mineral projects. Such future losses could have an adverse effect on
the market price of the Company's common shares, which could cause investors to lose part or all of their investment.
Forward-Looking Statements May Prove
Inaccurate
Investors are cautioned not to place undue
reliance on forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, known and unknown
risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those
suggested by the forward-looking statements or contribute to the possibility that predictions, assumptions and uncertainties are
found in the Prospectus under the heading "Cautionary Note Regarding Forward-Looking Statements".
Dilution
The Company expects to require additional
funds to finance its growth and development strategy. If the Company elects to raise additional funds by issuing additional equity
securities, such financing may substantially dilute the interests of the Company's shareholders. The Company may also issue additional
common shares in the future pursuant to existing and new agreements in respect of its projects or other acquisitions and pursuant
to existing securities of the Company.
Exploration, Evaluation and Development
Mineral exploration, evaluation and development
involves a high degree of risk and few properties which are explored are ultimately developed into producing mines. With respect
to the Company's properties, should any mineral resources exist, substantial expenditures will be required to confirm mineral reserves
which are sufficient to commercially mine, and to obtain the required environmental approvals and permitting required to commence
commercial operations. Should any mineral resource be defined on such properties there can be no assurance that the mineral resource
on such properties can be commercially mined or that the metallurgical processing will produce economically viable and saleable
products. The decision as to whether a property contains a commercial mineral deposit and should be brought into production will
depend upon the results of exploration programs and/or technical studies, and the recommendations of duly qualified engineers and/or
geologists, all of which involves significant expense. This decision will involve consideration and evaluation of several significant
factors including, but not limited to: (1) costs of bringing a property into production, including exploration and development
work, preparation of appropriate technical studies and construction of production facilities; (2) availability and costs of
financing; (3) ongoing costs of production; (4) market prices for the minerals to be produced; (5) environmental
compliance regulations and restraints (including potential environmental liabilities associated with historical exploration activities);
and (6) political climate and/or governmental regulation and control.
The ability of the Company to sell, and
profit from the sale of any eventual production from any of the Company's properties will be subject to the prevailing conditions
in the marketplace at the time of sale. Many of these factors are beyond the control of the Company and therefore represent a market
risk which could impact the long-term viability of the Company and its operations.
Infrastructure
Mining, processing, development and exploration
activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply
are important determinants, which affect capital and operating costs. The lack of availability on acceptable terms or the delay
in the availability of any one or more of these items could prevent or delay exploitation and or development of the Company's properties.
If adequate infrastructure is not available in a timely manner, there can be no assurance that the exploitation and or development
of the Company's properties will be commenced or completed on a timely basis, if at all; that the resulting operations will achieve
the anticipated production volume; or that the construction costs and ongoing operating costs associated with the exploitation
and or development of the Company's properties will not be higher than anticipated. In addition, unusual or infrequent weather
phenomena, sabotage, governmental or other interference in the maintenance or provision of such infrastructure could adversely
affect the Company's operations and profitability.
Figures for Alexco's Resources are
Estimates Based on Interpretation and Assumptions and May Yield Less Mineral Production Under Actual Conditions than is Currently
Estimated
In making determinations about whether
to advance any of its projects to development, Alexco must rely upon estimated calculations as to the mineral resources and grades
of mineralization on its properties. Until ore is actually mined and processed, mineral resources and grades of mineralization
must be considered as estimates only. Mineral resource estimates are imprecise and depend upon geological interpretation and statistical
inferences drawn from drilling and sampling which may prove to be unreliable. Alexco cannot be certain that:
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mineral reserve, mineral resource or other mineralization estimates will be accurate; or
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mineralization can be mined or processed profitably.
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Any material changes in mineral resource
estimates and grades of mineralization will affect the economic viability of placing a property into production and a property's
return on capital. Alexco's resource estimates have been determined and valued based on assumed future prices, cut-off grades and
operating costs that may prove to be inaccurate. Extended declines in market prices for silver, gold, lead, zinc and other commodities
may render portions of Alexco's mineralization uneconomic and result in reduced reported mineral resources.
Keno Hill District
While Alexco has conducted exploration
activities in the District, further review of historical records and additional exploration and geological testing will be required
to determine whether any of the mineral deposits it contains are economically recoverable. There is no assurance that such exploration
and testing will result in favourable results. The history of the District has been one of fluctuating fortunes, with new technologies
and concepts reviving the District numerous times from probable closure until 1989, when it did ultimately close down for a variety
of economic and technical reasons. Many or all of these economic and technical issues will need to be addressed prior to the commencement
of any future production on the Keno Hill properties.
Mining Operations
The business of exploration for minerals
and mining involves a high degree of risk. Few properties that are explored are ultimately developed into mineral deposits with
significant value. Decisions by the Company to proceed with the construction and development of mines, including Bellekeno, are
based on development plans which include estimates for metal production and capital and operating costs. Until completely mined
and processed, no assurance can be given that such estimates will be achieved. Failure to achieve such production and capital and
operating cost estimates or material increases in costs could have an adverse impact on the Company's future cash flows, profitability,
results of operations and financial condition. The Company's actual production and capital and operating costs may vary from estimates
for a variety of reasons, including: actual resources mined varying from estimates of grade, tonnage, dilution and metallurgical
and other characteristics; short-term operating factors, such as the need for sequential development of resource bodies and the
processing of new or different resource grades; revisions to mine plans; risks and hazards associated with mining; natural phenomena,
such as inclement weather conditions, water availability, floods, fire, rock falls and earthquakes, unusual or unexpected ground
conditions, geological formation pressures, equipment failure and failure of retaining dams around tailings disposal areas which
may result in, among other adverse effects, environmental pollution and consequent liability; and unexpected labour shortages or
strikes. Costs of production may also be affected by a variety of factors, including changing waste ratios, metallurgical recoveries,
labour costs, commodity costs, general inflationary pressures and currency rates. In addition, the risks arising from these factors
are further increased while any such mine is progressing through the ramp-up phase of its operations and has not yet established
a consistent production track record. No assurance can be given that minerals will be discovered in sufficient quantities to justify
commercial operations or that funds required for development can be obtained on a timely basis.
Furthermore, mining operations at the Bellekeno
mine project were suspended as of early September 2013 as a result of sharp and significant declines in precious metals prices
during the second quarter of 2013. Re-start of mining operations at Keno Hill is dependent on a number of factors, including the
effectiveness of cost structure reduction measures, the maintenance and/or improvement in current metal prices and the fluctuation
of foreign exchange rates and the uncertainties around the results of these factors are significant. A re-start of underground
production operations may require additional capital investment in excess of the capital resources currently on hand. There can
be no assurance of a re-start of mining operations or continued access to financing in the future, and an inability to generate
or secure such funding may require the Company to substantially curtail and/or defer its planned exploration and development activities.
Employee Recruitment and Retention
Recruitment and retention of skilled and
experienced employees is a challenge facing the mining sector as a whole. During the late 1990s and early 2000s, with unprecedented
growth in the technology sector and an extended cyclical downturn in the mining sector, the number of new workers entering the
mining sector was depressed and a significant number of existing workers departed, leading to a so-called "generational gap"
within the industry. Since the mid-2000s, this factor was exacerbated by competitive pressures as the mining sector experienced
an extended cyclical upturn. Any re-start of mining operations will necessitate the re-hiring of mine and mill personnel. It may
be difficult for Alexco to find and hire qualified people in the mining industry who are situated in the Yukon, or to obtain all
of the necessary services or expertise in Yukon or to conduct operations on Alexco's projects at reasonable rates. If qualified
people and services or expertise cannot be obtained in the Yukon, we may need to seek and obtain those services from people located
outside of this area, which may require work permits and compliance with applicable laws and could result in delays and higher
costs.
Dependence on Management
The success of the operations and activities
of the Company is dependent to a significant extent on the efforts and abilities of its management team. The Company does not maintain
key employee insurance on any of its employees. The Company depends on key personnel and cannot provide assurance that it will
be able to retain such personnel. Failure to retain such key personnel could have a material adverse effect on the Company's business
and financial condition.
Permitting and Environmental Risks
and Other Regulatory Requirements
The current or future operations of Alexco,
including development activities, commencement of production on its properties and activities associated with Alexco's mine reclamation
and remediation business, require permits or licenses from various federal, territorial and other governmental authorities, and
such operations are and will be governed by laws, regulations and agreements governing prospecting, development, mining, production,
taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety
and other matters. Companies engaged in the development and operation of mines and related facilities and in mine reclamation and
remediation activities generally experience increased costs and delays as a result of the need to comply with the applicable laws,
regulations and permits. There can be no assurance that all permits and permit modifications which Alexco may require for the conduct
of its operations will be obtainable on reasonable terms or that such laws and regulations would not have an adverse effect on
any project which Alexco might undertake.
Any failure to comply with applicable laws,
regulations and permitting requirements may result in enforcement actions including orders issued by regulatory or judicial authorities
causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of
additional equipment or remedial actions against the Company. The Company may be required to compensate those suffering loss or
damage by reason of the Company's mining operations or mine reclamation and remediation activities and may have civil or criminal
fines or penalties imposed upon it for violation of applicable laws or regulations.
Amendments to current laws, regulations
and permits governing operations and activities of mining companies and mine reclamation and remediation activities could have
a material adverse impact on Alexco. As well, policy changes and political pressures within and on federal, territorial and First
Nation governments having jurisdiction over or dealings with Alexco could change the implementation and interpretation of such
laws, regulations and permits, also having a material adverse impact on Alexco. Such impacts could result in one or more of increases
in capital expenditures or production costs, reductions in levels of production at producing properties or abandonment or delays
in the development of new mining properties.
Surety Bonding Risks
Alexco secures its obligations for reclamation
and closure costs with surety bonds provided by leading global insurance companies in favour of regulatory authorities in the Yukon.
These surety bonds include the right of the surety bond provider to terminate the relationship with Alexco on providing notice
of up to 90 days. The surety bond provider would, however, remain liable to the regulatory authorities for all bonded obligations
existing prior to the termination of the bond in the event Alexco failed to deliver alternative security satisfactory to the regulator.
Potential Profitability of Mineral
Properties Depends Upon Factors Beyond the Control of Alexco
The potential profitability of mineral
properties is dependent upon many factors beyond Alexco's control. For instance, world prices of and markets for gold, silver,
lead and zinc are unpredictable, highly volatile, potentially subject to governmental fixing, pegging and/or controls and respond
to changes in domestic, international, political, social and economic environments. Another factor is that rates of recovery may
vary from the rate experienced in tests and a reduction in the recovery rate will adversely affect profitability and, possibly,
the economic viability of a property. Profitability also depends on the costs of operations, including costs of labour, materials,
equipment, electricity, environmental compliance or other production inputs. Such costs will fluctuate in ways Alexco cannot predict
and are beyond Alexco's control, and such fluctuations will impact on profitability and may eliminate profitability altogether.
Additionally, due to worldwide economic uncertainty, the availability and cost of funds for development and other costs have become
increasingly difficult, if not impossible, to project. These changes and events may materially affect the financial performance
of Alexco.
First Nation Rights and Title
The nature and extent of First Nation rights
and title remains the subject of active debate, claims and litigation in Canada, including in the Yukon and including with respect
to intergovernmental relations between First Nation authorities and federal, provincial and territorial authorities. There can
be no guarantee that such claims will not cause permitting delays, unexpected interruptions or additional costs for Alexco's projects.
These risks may have increased after the Supreme Court of Canada decision of June 26, 2014 in Tsilhqot'in Nation v.
British Columbia.
Title to Mineral Properties
The acquisition of title to mineral properties
is a complicated and uncertain process. The properties may be subject to prior unregistered agreements of transfer or land claims,
and title may be affected by undetected defects. Although Alexco has made efforts to ensure that legal title to its properties
is properly recorded in the name of Alexco, there can be no assurance that such title will ultimately be secured. As a result,
Alexco may be constrained in its ability to operate its mineral properties or unable to enforce its rights with respect to its
mineral properties. An impairment to or defect in Alexco's title to its mineral properties would adversely affect Alexco's business
and financial condition.
Capitalization and Commercial Viability
Alexco will require additional funds to
further explore, develop and mine its properties. Alexco has limited financial resources, and there is no assurance that additional
funding will be available to Alexco to carry out the completion of all proposed activities, for additional exploration or for the
substantial capital that is typically required in order to place a property into commercial production. Although Alexco has been
successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that Alexco will
be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such
additional financing could result in the delay or indefinite postponement of further exploration and development of its properties.
Critical Accounting Estimates and Judgments
The preparation of financial statements
in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts and the valuation
of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenditures during the period reported. Actual outcomes could differ from these estimates. Alexco's
consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive
throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences. Significant
judgments about the future and other sources of estimation uncertainty at the financial position reporting date, including those
that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results
differ from assumptions made include, but are not limited to, uncertainties and assumptions with respect to mineral resources,
impairment and impairment reversals of non-current non-financial assets, decommissioning and rehabilitation provision, and the
fair value of derivatives. If Alexco's management rely on the information in the financial statements in making certain decisions,
which information later proves to be inaccurate, it could have an adverse effect on the operating results of Alexco.
The Company prepares budgets and estimates
of cash costs and capital costs for its operations. Despite Alexco's best efforts to budget and estimate such costs, the costs
required by the Company's projects may be significantly higher than anticipated. Alexco's actual costs may vary from estimates
for a variety of reasons, including: short-term operating factors; risk and hazards associated with mining; natural phenomena,
such as inclement weather conditions and unexpected labour shortages or strikes. Operational costs may also be affected by a variety
of factors, including: ore grade metallurgy, labour costs, the cost of commodities, general inflationary pressures and currency
exchange rates. Many of these factors are beyond Alexco's control. Failure to achieve estimates or material increases in costs
could have an adverse impact on Alexco's business, results of operations and financial condition. Furthermore, delays in mining
projects or other technical difficulties may result in even further capital expenditures being required. Any delays or costs overruns
or operational difficulties could have a material adverse effect on Alexco's business, results of operations and financial condition.
General Economic Conditions May Adversely
Affect Alexco's Growth and Profitability
The unprecedented events in global financial
markets since 2008 have had a profound impact on the global economy and led to increased levels of volatility. Many industries,
including the mining industry, are impacted by these market conditions. Some of the impacts of the current financial market turmoil
include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity,
commodity, foreign currency exchange and precious metal markets, and a lack of market liquidity. If the current turmoil and volatility
levels continue they may adversely affect Alexco's growth and profitability. Specifically:
|
|
·
|
a global credit/liquidity or foreign currency exchange crisis could impact the cost and availability
of financing and Alexco's overall liquidity;
|
|
|
·
|
the volatility of silver and other commodity prices would impact Alexco's revenues, profits, losses
and cash flow;
|
|
|
·
|
volatile energy prices, commodity and consumables prices and currency exchange rates would impact
Alexco's operating costs; and
|
|
|
·
|
the devaluation and volatility of global stock markets could impact the valuation of Alexco's equity
and other securities.
|
These factors could have a material adverse
effect on Alexco's financial condition and results of operations.
Operating Hazards and Risks
In the course of exploration, development
and production of mineral properties, certain risks, including but not limited to unexpected or unusual geological operating conditions
including rock bursts, cave-ins, fires, flooding and earthquakes, may occur. It is not always possible to fully insure against
such risks and Alexco may decide not to insure against such risks as a result of high premiums or other reasons. Should such liabilities
arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the
securities of Alexco.
Competition
Significant and increasing competition
exists for mining opportunities internationally. There are a number of large established mining companies with substantial capabilities
and far greater financial and technical resources than Alexco. Alexco may be unable to acquire additional attractive mining properties
on terms it considers acceptable and there can be no assurance that Alexco's exploration and acquisition programs will yield any
reserves or result in any commercial mining operation.
Certain of Alexco's Directors and
Officers are Involved with Other Natural Resource Companies, Which May Create Conflicts of Interest from Time to Time
Some of Alexco's directors and officers
are directors or officers of other natural resource or mining-related companies. These associations may give rise to conflicts
of interest from time to time. As a result of these conflicts of interest, Alexco may miss the opportunity to participate in certain
transactions.
Alexco May Fail to Maintain
Adequate Internal Control Over Financial Reporting Pursuant to the Requirements of the Sarbanes-Oxley Act.
Section 404 of the Sarbanes-Oxley
Act ("SOX") requires an annual assessment by management of the effectiveness of Alexco's internal control over
financial reporting. Alexco may fail to maintain the adequacy of its internal control over financial reporting as such standards
are modified, supplemented or amended from time to time, and Alexco may not be able to ensure that it can conclude, on an ongoing
basis, that it has effective internal control over financial reporting in accordance with Section 404 of SOX. Alexco's failure
to satisfy the requirements of Section 404 of SOX on an ongoing, timely basis could result in the loss of investor confidence
in the reliability of its financial statements, which in turn could harm Alexco's business and negatively impact the trading price
or the market value of its securities. In addition, any failure to implement required new or improved controls, or difficulties
encountered in their implementation, could harm Alexco's operating results or cause it to fail to meet its reporting obligations.
Future acquisitions of companies, if any, may provide Alexco with challenges in implementing the required processes, procedures
and controls in its acquired operations. No evaluation can provide complete assurance that Alexco's internal control over financial
reporting will detect or uncover all failures of persons within Alexco to disclose material information otherwise required to be
reported. The effectiveness of Alexco's processes, procedures and controls could also be limited by simple errors or faulty judgments.
Although Alexco intends to expend substantial time and incur substantial costs, as necessary, to ensure ongoing compliance, there
is no certainty that it will be successful in complying with Section 404 of SOX.
As a "foreign private issuer",
the Company is exempt from Section 14 proxy rules and Section 16 of the Securities Exchange Act of 1934
Alexco is a "foreign private issuer"
as defined in Rule 3b-4 under the U.S. Exchange Act. Equity securities of Alexco are accordingly exempt from Sections
14(a), 14(b), 14(c), 14(f) and 16 of the U.S. Exchange Act pursuant to Rule 3a12-3 of the U.S. Exchange Act. Therefore,
Alexco is not required to file a Schedule 14A proxy statement in relation to the annual meeting of shareholders. The submission
of proxy and annual meeting of shareholder information on Form 6-K may result in shareholders having less complete and timely
information in connection with shareholder actions. The exemption from Section 16 rules regarding reports of beneficial
ownership and purchases and sales of common shares by insiders and restrictions on insider trading in our securities may result
in shareholders having less data and there being fewer restrictions on insiders' activities in our securities.
It may be difficult to enforce judgements
or bring actions outside the United States against the Company and certain of its directors
Alexco is a Canadian corporation and certain
of its directors, officers and experts are neither citizens nor residents of the United States. A substantial part of the assets
of Alexco and of certain of these persons are located outside the United States. As a result, it may be difficult or impossible
for an investor:
|
|
·
|
to enforce in courts outside the United States judgements obtained in United States courts based
upon the civil liability provisions of United States federal securities laws against these persons and Alexco; or
|
|
|
·
|
to bring in courts outside the United States an original action to enforce liabilities based upon
United States federal securities laws against these persons and Alexco.
|
Public Health Crisis
Alexco's business, operations and financial
condition could be materially adversely affected by the outbreak of epidemics or pandemics or other health crises, including the
recent outbreak of COVID-19. On January 30, 2020, the World Health Organization declared the outbreak a global health emergency
and on March 12, 2020, the World Health Organization declared the outbreak a pandemic. On January 28, 2020, health officials
of British Columbia announced the first presumptive case of the virus in the province and on March 18, 2020, the Province
of British Columbia declared the pandemic a provincial state of emergency. On March 22, 2020, the government of Yukon announced
that the Yukon Territory had its first confirmed case of COVID-19. On March 11, 2020, the federal government of Canada announced
a $1 billion package to help Canadians through the health crisis. To date, there are a large number of temporary business closures,
quarantines and a general reduction in consumer activity in Canada, the United States, Europe and China. The outbreak has caused
companies and various international jurisdictions to impose travel, gathering and other public health restrictions. While these
effects are expected to be temporary, the duration of the various disruptions to businesses locally and internationally and related
financial impact cannot be reasonably estimated at this time. For example, although travel restrictions in the Yukon Territory
and in British Columbia previously in place were relaxed over the past few months, there is a risk that such restrictions may be
imposed once again. Similarly, Alexco cannot estimate whether or to what extent this outbreak and the potential financial impact
may extend to countries outside of those currently impacted. Alexco is actively assessing and responding where possible to the
potential impact of the COVID-19 pandemic.
Such public health crises can result in
volatility and disruptions in the supply and demand for gold and other metals and minerals, global supply chains and financial
markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect commodity prices,
interest rates, credit ratings, credit risk and inflation. The risks to Alexco of such public health crises also include risks
to employee health and safety, a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak,
increased labour and fuel costs, regulatory changes, political or economic instabilities or civil unrest. At this point, the extent
to which COVID-19 will or may impact Alexco is uncertain and these factors are beyond Alexco's control; however, it is possible
that COVID-19 may have a material adverse effect Alexco's business, results of operations and financial condition.
USE OF PROCEEDS
Unless otherwise specified in a Prospectus
Supplement, the net proceeds of any offering of securities under a Prospectus Supplement will be used for general corporate purposes,
including funding potential future acquisitions and capital expenditures. More detailed information regarding the use of proceeds
from a sale of securities will be included in the applicable Prospectus Supplement.
All expenses relating to an offering of
securities and any compensation paid to underwriters, dealers or agents, as the case may be, will be paid out of the Company's
general funds, unless otherwise stated in the applicable Prospectus Supplement.
The Company has incurred negative cash
flow from operating activities for its financial year ended December 31, 2019 and the six months ended June 30, 2020.
Accordingly, the majority or all of the net proceeds of any offering of securities under a Prospectus Supplement will be used to
fund the proposed expenditures set out above or in the applicable Prospectus Supplement as well as other general working capital
and administrative expenses which may cause the Company to continue to experience negative cash flow from its operating activities.
See also "Risk Factors – Negative Cash Flow from Operating Activities".
PRIOR SALES
The following table sets forth for the
12-month period prior to the date of this Prospectus details of the price at which securities have been issued or are to be issued
by the Company, the number of securities issued at that price and the date on which the securities were issued:
|
Date
of Issue
|
|
Type of Securities
|
|
No. of
Securities
|
|
|
Issue or
Exercise Price
per Security
|
|
|
Reason
for Issue
|
|
Sep 17, 2020
|
|
Stock options
|
|
|
4,000
|
|
|
$
|
2.32
|
|
|
Exercise of Stock Options
|
|
Sep 17, 2020
|
|
Stock options
|
|
|
3,000
|
|
|
$
|
2.07
|
|
|
Exercise of Stock Options
|
|
Sep 8, 2020
|
|
Stock options
|
|
|
50,000
|
|
|
$
|
3.86
|
|
|
Grant of Stock Options
|
|
Sep 4, 2020
|
|
Stock options
|
|
|
50,000
|
|
|
$
|
0.84
|
|
|
Exercise of Stock Options
|
|
Sep 3, 2020
|
|
Stock options
|
|
|
15,000
|
|
|
$
|
2.12
|
|
|
Exercise of Stock Options
|
|
Sep 3, 2020
|
|
Stock options
|
|
|
40,000
|
|
|
$
|
2.32
|
|
|
Exercise of Stock Options
|
|
Sep 3, 2020
|
|
Stock options
|
|
|
75,000
|
|
|
$
|
2.07
|
|
|
Exercise of Stock Options
|
|
Sep 1, 2020
|
|
Stock options
|
|
|
8,500
|
|
|
$
|
2.12
|
|
|
Exercise of Stock Options
|
|
Date
of Issue
|
|
Type of Securities
|
|
No. of
Securities
|
|
|
Issue or
Exercise Price
per Security
|
|
|
Reason
for Issue
|
|
Aug 20, 2020
|
|
Stock options
|
|
|
5,000
|
|
|
$
|
1.27
|
|
|
Exercise of Stock Options
|
|
Aug 19, 2020
|
|
Stock options
|
|
|
3,000
|
|
|
$
|
1.27
|
|
|
Exercise of Stock Options
|
|
Aug 19, 2020
|
|
Stock options
|
|
|
1,500
|
|
|
$
|
1.27
|
|
|
Exercise of Stock Options
|
|
Aug 7, 2020
|
|
Stock options
|
|
|
10,000
|
|
|
$
|
1.27
|
|
|
Exercise of Stock Options
|
|
Aug 7, 2020
|
|
Stock options
|
|
|
18,500
|
|
|
$
|
2.12
|
|
|
Exercise of Stock Options
|
|
Aug 6, 2020
|
|
Stock options
|
|
|
17,000
|
|
|
$
|
2.12
|
|
|
Exercise of Stock Options
|
|
Aug 4, 2020
|
|
Warrants(1)
|
|
|
2,000,000
|
|
|
$
|
3.50
|
|
|
Amended and Restated SPA
|
|
Jul 29, 2020
|
|
DSUs
|
|
|
25,000
|
|
|
$
|
3.97
|
|
|
Vesting of DSUs
|
|
Jul 27, 2020
|
|
Stock options
|
|
|
50,000
|
|
|
$
|
0.84
|
|
|
Exercise of Stock Options
|
|
Jul 24, 2020
|
|
Stock options
|
|
|
100,000
|
|
|
$
|
1.27
|
|
|
Exercise of Stock Options
|
|
Jul 24, 2020
|
|
Stock options
|
|
|
200,000
|
|
|
$
|
2.32
|
|
|
Exercise of Stock Options
|
|
Jul 24, 2020
|
|
Stock options
|
|
|
100,000
|
|
|
$
|
2.07
|
|
|
Exercise of Stock Options
|
|
Jul 24, 2020
|
|
Stock options
|
|
|
75,000
|
|
|
$
|
0.84
|
|
|
Exercise of Stock Options
|
|
Jul 23, 2020
|
|
Stock options
|
|
|
20,000
|
|
|
$
|
2.32
|
|
|
Exercise of Stock Options
|
|
Jul 22, 2020
|
|
Stock options
|
|
|
50,000
|
|
|
$
|
1.73
|
|
|
Exercise of Stock Options
|
|
Jul 22, 2020
|
|
Stock options
|
|
|
15,000
|
|
|
$
|
1.27
|
|
|
Exercise of Stock Options
|
|
Jul 22, 2020
|
|
Stock options
|
|
|
5,500
|
|
|
$
|
2.61
|
|
|
Exercise of Stock Options
|
|
Jul 22, 2020
|
|
Stock options
|
|
|
25,000
|
|
|
$
|
0.84
|
|
|
Exercise of Stock Options
|
|
Jul 21, 2020
|
|
Stock options
|
|
|
2,000
|
|
|
$
|
2.32
|
|
|
Exercise of Stock Options
|
|
Jul 21, 2020
|
|
Stock options
|
|
|
5,000
|
|
|
$
|
1.27
|
|
|
Exercise of Stock Options
|
|
Jul 20, 2020
|
|
Stock options
|
|
|
3,000
|
|
|
$
|
1.27
|
|
|
Exercise of Stock Options
|
|
Jul 20, 2020
|
|
Stock options
|
|
|
32,500
|
|
|
$
|
2.32
|
|
|
Exercise of Stock Options
|
|
Jul 16, 2020
|
|
Stock options
|
|
|
5,000
|
|
|
$
|
1.27
|
|
|
Exercise of Stock Options
|
|
Jul 7, 2020
|
|
Common Shares
|
|
|
10,994,000
|
|
|
$
|
2.73
|
|
|
July 2020 Offering
|
|
Jul 6, 2020
|
|
Stock options
|
|
|
4,500
|
|
|
$
|
2.61
|
|
|
Exercise of Stock Options
|
|
Jul 3, 2020
|
|
Stock options
|
|
|
15,000
|
|
|
$
|
2.07
|
|
|
Exercise of Stock Options
|
|
Jul 3, 2020
|
|
Stock options
|
|
|
5,000
|
|
|
$
|
2.32
|
|
|
Exercise of Stock Options
|
|
Jun 5, 2020
|
|
Stock options
|
|
|
2,500
|
|
|
$
|
2.32
|
|
|
Exercise of Stock Options
|
|
Date
of Issue
|
|
Type of Securities
|
|
No. of
Securities
|
|
|
Issue or
Exercise Price
per Security
|
|
|
Reason
for Issue
|
|
Jun 4, 2020
|
|
Stock options
|
|
|
40,000
|
|
|
$
|
0.84
|
|
|
Exercise of Stock Options
|
|
Jun 3, 2020
|
|
Stock options
|
|
|
52,500
|
|
|
$
|
1.27
|
|
|
Exercise of Stock Options
|
|
Jun 2, 2020
|
|
Stock options
|
|
|
50,000
|
|
|
$
|
1.73
|
|
|
Exercise of Stock Options
|
|
Jun 2, 2020
|
|
Stock options
|
|
|
125,000
|
|
|
$
|
0.84
|
|
|
Exercise of Stock Options
|
|
May 29, 2020
|
|
Stock options
|
|
|
100,000
|
|
|
$
|
0.84
|
|
|
Exercise of Stock Options
|
|
May 25, 2020
|
|
Stock options
|
|
|
1,500
|
|
|
$
|
1.27
|
|
|
Exercise of Stock Options
|
|
May 20, 2020
|
|
Stock options
|
|
|
1,250
|
|
|
$
|
2.61
|
|
|
Exercise of Stock Options
|
|
May 20, 2020
|
|
Stock options
|
|
|
3,000
|
|
|
$
|
2.07
|
|
|
Exercise of Stock Options
|
|
May 20, 2020
|
|
Stock options
|
|
|
3,750
|
|
|
$
|
1.27
|
|
|
Exercise of Stock Options
|
|
May 19, 2020
|
|
Stock options
|
|
|
5,000
|
|
|
$
|
2.32
|
|
|
Exercise of Stock Options
|
|
May 13, 2020
|
|
RSUs
|
|
|
5,333
|
|
|
$
|
2.41
|
|
|
Vesting of RSUs
|
|
Apr 15, 2020
|
|
Stock Options
|
|
|
253,500
|
|
|
$
|
2.12
|
|
|
Grant of Stock Options
|
|
Apr 1, 2020
|
|
Stock Options
|
|
|
30,000
|
|
|
$
|
0.60
|
|
|
Exercise of Stock Options
|
|
Mar 27, 2020
|
|
Common Shares
|
|
|
4,662,675
|
|
|
$
|
1.85
|
|
|
March 2020 Offering
|
|
Feb 24, 2020
|
|
Stock Options
|
|
|
3,000
|
|
|
$
|
2.07
|
|
|
Exercise of Stock Options
|
|
Feb 10, 2020
|
|
Stock Options
|
|
|
1,000
|
|
|
$
|
0.60
|
|
|
Exercise of Stock Options
|
|
Feb 7, 2020
|
|
Stock Options
|
|
|
1,000
|
|
|
$
|
0.60
|
|
|
Exercise of Stock Options
|
|
Feb 6, 2020
|
|
Stock Options
|
|
|
5,000
|
|
|
$
|
0.84
|
|
|
Exercise of Stock Options
|
|
Feb 6, 2020
|
|
Stock Options
|
|
|
10,000
|
|
|
$
|
0.60
|
|
|
Exercise of Stock Options
|
|
Feb 3, 2020
|
|
RSUs
|
|
|
43,330
|
|
|
$
|
2.33
|
|
|
Vesting of RSUs
|
|
Jan 29, 2020
|
|
Stock Options
|
|
|
1,000
|
|
|
$
|
0.60
|
|
|
Exercise of Stock Options
|
|
Jan 22, 2020
|
|
Stock Options
|
|
|
1,000
|
|
|
$
|
0.60
|
|
|
Exercise of Stock Options
|
|
Jan 20, 2020
|
|
Stock Options
|
|
|
333
|
|
|
$
|
0.60
|
|
|
Exercise of Stock Options
|
|
Jan 8, 2020
|
|
RSUs
|
|
|
208,334
|
|
|
$
|
2.79
|
|
|
Exercise of Stock Options
|
|
Jan 6, 2020
|
|
Stock Options
|
|
|
40,000
|
|
|
$
|
0.60
|
|
|
Exercise of Stock Options
|
|
Jan 6, 2020
|
|
Stock Options
|
|
|
375,000
|
|
|
$
|
0.60
|
|
|
Exercise of Stock Options
|
|
Jan 3, 2020
|
|
Stock Options
|
|
|
30,000
|
|
|
$
|
2.07
|
|
|
Exercise of Stock Options
|
|
Jan 1, 2020
|
|
Stock Options
|
|
|
125,000
|
|
|
$
|
0.60
|
|
|
Exercise of Stock Options
|
|
Dec 30, 2019
|
|
Stock Options
|
|
|
50,000
|
|
|
$
|
0.84
|
|
|
Exercise of Stock Options
|
|
Date
of Issue
|
|
Type of Securities
|
|
No. of
Securities
|
|
|
Issue or
Exercise Price
per Security
|
|
|
Reason
for Issue
|
|
Dec 24, 2019
|
|
Stock Options
|
|
|
50,000
|
|
|
$
|
0.84
|
|
|
Exercise of Stock Options
|
|
Dec 23, 2019
|
|
Stock Options
|
|
|
50,000
|
|
|
$
|
2.07
|
|
|
Exercise of Stock Options
|
|
Dec 23, 2019
|
|
Stock Options
|
|
|
100,000
|
|
|
$
|
1.73
|
|
|
Exercise of Stock Options
|
|
Dec 17, 2019
|
|
Stock Options
|
|
|
1,974,900
|
|
|
$
|
2.61
|
|
|
Grant of Stock Options
|
|
Dec 17, 2019
|
|
RSUs
|
|
|
235,000
|
|
|
$
|
2.61
|
|
|
Grant of RSUs
|
|
Dec 17, 2019
|
|
RSUs
|
|
|
78,331
|
|
|
$
|
2.59
|
|
|
Vesting of RSUs
|
|
Dec 17, 2019
|
|
DSUs
|
|
|
280,000
|
|
|
|
2.61
|
|
|
Grant of DSUs
|
|
Dec 16, 2019
|
|
Stock Options
|
|
|
75,000
|
|
|
$
|
0.60
|
|
|
Exercise of Stock Options
|
|
Dec 13, 2019
|
|
Stock Options
|
|
|
15,000
|
|
|
$
|
0.60
|
|
|
Exercise of Stock Options
|
|
Dec 12, 2019
|
|
Stock Options
|
|
|
50,000
|
|
|
$
|
0.60
|
|
|
Exercise of Stock Options
|
|
Dec 4, 2019
|
|
Stock Options
|
|
|
3,000
|
|
|
$
|
2.07
|
|
|
Exercise of Stock Options
|
|
Oct 17, 2019
|
|
Stock Options
|
|
|
15,000
|
|
|
$
|
0.60
|
|
|
Exercise of Stock Options
|
|
Oct 17, 2019
|
|
Stock Options
|
|
|
35,000
|
|
|
$
|
0.84
|
|
|
Exercise of Stock Options
|
Notes:
|
|
(1)
|
Issued 2,000,000 warrants to Wheaton as consideration for entering into the Amended and Restated
SPA.
|
TRADING PRICE AND VOLUME
The common shares of Alexco are listed
and posted for trading on both the TSX and the NYSE American under the symbol "AXU". The following tables set forth the
market price range and trading volumes of Alexco's common shares on each of the TSX and NYSE American for the 12-month period prior
to the date of this Prospectus:
|
|
|
|
TSX
|
|
|
NYSE American
|
|
|
Period
|
|
|
High
(Cdn$)
|
|
|
Low
(Cdn$)
|
|
|
Volume
|
|
|
High
(US$)
|
|
|
Low
(US$)
|
|
|
Volume
|
|
|
2020
|
|
|
October 1 – 15
|
|
|
|
3.8
|
|
|
|
3.24
|
|
|
|
2,797,622
|
|
|
|
2.91
|
|
|
|
2.45
|
|
|
|
11,827,923
|
|
|
September
|
|
|
|
4.11
|
|
|
|
3.39
|
|
|
|
6,538,363
|
|
|
|
3.15
|
|
|
|
2.52
|
|
|
|
27,246,592
|
|
|
August
|
|
|
|
4.57
|
|
|
|
3.35
|
|
|
|
12,887,153
|
|
|
|
3.5
|
|
|
|
2.54
|
|
|
|
48,724,075
|
|
|
July
|
|
|
|
4.65
|
|
|
|
2.89
|
|
|
|
17,005,831
|
|
|
|
3.46
|
|
|
|
2.135
|
|
|
|
67,607,591
|
|
|
June
|
|
|
|
3.4
|
|
|
|
2.56
|
|
|
|
10,358,386
|
|
|
|
2.52
|
|
|
|
1.87
|
|
|
|
36,639,309
|
|
|
May
|
|
|
|
3.37
|
|
|
|
2.16
|
|
|
|
10,191,663
|
|
|
|
2.43
|
|
|
|
1.525
|
|
|
|
32,325,441
|
|
|
April
|
|
|
|
2.49
|
|
|
|
1.60
|
|
|
|
7,027,317
|
|
|
|
1.805
|
|
|
|
1.14
|
|
|
|
26,313,282
|
|
|
March
|
|
|
|
2.4
|
|
|
|
1.00
|
|
|
|
14,728,385
|
|
|
|
1.8
|
|
|
|
0.7241
|
|
|
|
49,440,339
|
|
|
February
|
|
|
|
3.05
|
|
|
|
1.68
|
|
|
|
7,690,805
|
|
|
|
2.295
|
|
|
|
1.23
|
|
|
|
29,962,816
|
|
|
January
|
|
|
|
3.12
|
|
|
|
2.00
|
|
|
|
13,452,009
|
|
|
|
2.40
|
|
|
|
1.68
|
|
|
|
30,163,072
|
|
|
2019
|
|
December
|
|
|
|
3.19
|
|
|
|
2.29
|
|
|
|
5,772,990
|
|
|
|
2.46
|
|
|
|
1.72
|
|
|
|
35,585,473
|
|
|
November
|
|
|
|
2.53
|
|
|
|
2.01
|
|
|
|
4,645,080
|
|
|
|
1.93
|
|
|
|
1.53
|
|
|
|
20,395,977
|
|
|
October
|
|
|
|
2.73
|
|
|
|
2.14
|
|
|
|
4,639,227
|
|
|
|
2.084
|
|
|
|
1.62
|
|
|
|
21,029,102
|
|
|
September
|
|
|
|
3.73
|
|
|
|
2.20
|
|
|
|
9,195,616
|
|
|
|
2.81
|
|
|
|
1.66
|
|
|
|
43,010,521
|
|
DIVIDEND POLICY
Alexco has not declared or paid any dividends
on its common shares since the date of formation. Any decision to pay dividends on common shares in the future will be made by
the board of directors on the basis of the earnings, financial requirements and other conditions existing at such time.
CONSOLIDATED CAPITALIZATION
There have been no material changes in
the share and loan capital of the Company on a consolidated basis since June 30, 2020, the date of the Company's financial
statements most recently filed in accordance with NI 51-102, except for (i) the issuance of an aggregate of 1,013,000 common
shares pursuant to the exercise of stock options; (ii) the issuance of 10,994,000 common shares in connection with the July 2020
Offering; (iii) the grant of 50,000 stock options; (iv) the issuance of 2,000,000 warrants to Wheaton pursuant to the
Amended and Restated SPA; and (v) the vesting of 25,000 deferred share units, all as set out under "Prior Sales"
above.
DESCRIPTION OF SHARE CAPITAL
Authorized Capital
The Company's authorized capital consists
of an unlimited number of common shares without par value.
Common Shares
All of the Company's common shares have
equal voting rights, and none of the common shares are subject to any further call or assessment. There are no special rights or
restrictions of any nature attaching to any of the common shares and they all rank pari passu each with the other as to all benefits
which might accrue to the holders of the common shares. The common shares are not convertible into shares of any other class and
are not redeemable or retractable. As at the date of this Prospectus, 137,059,172 common shares were issued and outstanding.
Options
As of the date of this Prospectus, there
were options outstanding to purchase 8,793,900 common shares of the Company at exercise prices ranging from $0.84 to $3.86 with
expiry dates ranging from February 12, 2021 to September 8, 2025.
Warrants
As of the date of this Prospectus, there
were warrants outstanding to purchase 2,000,000 common shares of the Company at exercise price of $3.50 with an expiry date of
August 5, 2025.
Restricted Share Units
As of the date of this Prospectus, there
were restricted share units issued and outstanding in respect of which up to 406,673 common shares of the Company may be issued
in settlement thereof.
Deferred Share Units
As of the date of this Prospectus, there
were deferred share units issued and outstanding in respect of which up to 255,000 common shares of the Company may be issued in
settlement thereof.
DESCRIPTION OF SECURITIES OFFERED UNDER
THIS PROSPECTUS
The Company may offer common shares, warrants,
subscription receipts or units with a total value of up to Cdn$50,000,000 from time to time under this Prospectus, together with
any applicable Prospectus Supplement, at prices and on terms to be determined by market conditions at the time of offering. This
Prospectus provides you with a general description of the securities the Company may offer. Each time the Company offers securities,
it will provide a Prospectus Supplement that will describe the specific amounts, prices and other important terms of the securities,
including, to the extent applicable:
|
|
·
|
designation or classification;
|
|
|
·
|
aggregate offering price;
|
|
|
·
|
original issue discount, if any;
|
|
|
·
|
rates and times of payment of dividends, if any;
|
|
|
·
|
redemption, conversion or exchange terms, if any;
|
|
|
·
|
conversion or exchange prices, if any, and, if applicable, any provisions for changes to or adjustments
in the conversion or exchange prices and in the securities or other property receivable upon conversion or exchange;
|
|
|
·
|
restrictive covenants, if any;
|
|
|
·
|
voting or other rights, if any; and
|
|
|
·
|
important United States and Canadian federal income tax considerations.
|
A Prospectus Supplement may also add, update
or change information contained in this Prospectus or in documents the Company has incorporated by reference. However, no Prospectus
Supplement will offer a security that is not described in this Prospectus.
Description of Common Shares
The Company may offer common shares, which
the Company may issue independently or together with warrants or subscription receipts, and the common shares may be separate from
or attached to such securities. All of the Company's common shares have equal voting rights, and none of the common shares are
subject to any further call or assessment. There are no special rights or restrictions of any nature attaching to any of the common
shares and they all rank pari passu each with the other as to all benefits which might accrue to the holders of the common shares.
The common shares are not convertible into shares of any other class and are not redeemable or retractable.
Description of Warrants
Warrants may be offered separately or together
with other securities, as the case may be. Each series of warrants will be issued under a separate warrant indenture to be entered
into between the Company and one or more banks or trust companies acting as warrant agent. The applicable Prospectus Supplement
will include details of the terms and conditions of the warrants being offered. The warrant agent will act solely as the Company's
agent and will not assume a relationship of agency with any holders of warrant certificates or beneficial owners of warrants. The
following sets forth certain general terms and provisions of the warrants offered under this Prospectus. The specific terms of
the warrants, and the extent to which the general terms described in this section apply to those warrants, will be set forth in
the applicable Prospectus Supplement. If applicable, the Company will file with the SEC as exhibits to the registration statement
of which this Prospectus is a part, or will incorporate by reference from a Report of Foreign Private Issuer on Form 6-K that
the Company files with the SEC, any warrant indenture or form of warrant describing the terms and conditions of such Warrants that
the Company is offering before the issuance of such Warrants.
The particular terms of each issue of warrants
will be described in the related Prospectus Supplement. This description will include, where applicable:
|
|
·
|
the designation and aggregate number of warrants;
|
|
|
·
|
the price at which the warrants will be offered;
|
|
|
·
|
the currency or currencies in which the warrants will be offered;
|
|
|
·
|
the designation and terms of the common shares purchasable upon exercise of the warrants;
|
|
|
·
|
the date on which the right to exercise the warrants will commence and the date on which the right
will expire;
|
|
|
·
|
the number of common shares that may be purchased upon exercise of each warrant and the price at
which and currency or currencies in which the common shares may be purchased upon exercise of each warrant;
|
|
|
·
|
the designation and terms of any securities with which the warrants will be offered, if any, and
the number of the warrants that will be offered with each security;
|
|
|
·
|
the date or dates, if any, on or after which the warrants and the related securities will be transferable
separately;
|
|
|
·
|
whether the warrants will be subject to redemption or call and, if so, the terms of such redemption
or call provisions;
|
|
|
·
|
material United States and Canadian tax consequences of owning the warrants; and
|
|
|
·
|
any other material terms or conditions of the warrants.
|
Prior to the exercise of their warrants,
holders of warrants will not have any of the rights of holders of common shares issuable upon exercise of the warrants.
The Company reserves the right to set forth
in a Prospectus Supplement specific terms of the warrants that are not within the options and parameters set forth in this Prospectus.
In addition, to the extent that any particular terms of the warrants described in a Prospectus Supplement differ from any of the
terms described in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded
by the description of such differing terms set forth in such Prospectus Supplement with respect to such warrants.
Description of Subscription Receipts
The Company may issue subscription receipts,
which will entitle holders to receive upon satisfaction of certain release conditions and for no additional consideration, common
shares, warrants or a combination thereof. Subscription receipts will be issued pursuant to one or more subscription receipt agreements
(each, a "Subscription Receipt Agreement"), each to be entered into between the Company and an escrow agent (the
"Escrow Agent"), which will establish the terms and conditions of the subscription receipts. Each Escrow Agent
will be a financial institution organized under the laws of Canada or a province thereof and authorized to carry on business as
a trustee. In the United States, the Company will file as exhibits to the registration statement of which this Prospectus is a
part, or will incorporate by reference from Report of Foreign Private Issuer on Form 6-K that the Company files with the SEC,
any Subscription Receipt Agreement describing the terms and conditions of subscription receipts the Company is offering before
the issuance of such subscription receipts. In Canada, the Company will file on SEDAR a copy of any Subscription Receipt Agreement
after the Company has entered into it.
The following description sets forth certain
general terms and provisions of subscription receipts and is not intended to be complete. The statements made in this Prospectus
relating to any Subscription Receipt Agreement and subscription receipts to be issued thereunder are summaries of certain anticipated
provisions thereof and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Subscription
Receipt Agreement and the Prospectus Supplement describing such Subscription Receipt Agreement. The Company urges you to read the
applicable Prospectus Supplement related to the particular subscription receipts that the Company sells under this Prospectus,
as well as the complete Subscription Receipt Agreement.
The Prospectus Supplement and the Subscription
Receipt Agreement for any subscription receipts the Company offers will describe the specific terms of the subscription receipts
and may include, but are not limited to, any of the following:
|
|
·
|
the designation and aggregate number of subscription receipts offered;
|
|
|
·
|
the price at which the subscription receipts will be offered;
|
|
|
·
|
the currency or currencies in which the subscription receipts will be offered;
|
|
|
·
|
the designation, number and terms of the common shares, warrants or combination thereof to be received
by holders of subscription receipts upon satisfaction of the release conditions, and the procedures that will result in the adjustment
of those numbers;
|
|
|
·
|
the conditions (the "Release Conditions") that must be met in order for holders
of subscription receipts to receive for no additional consideration common shares, warrants or a combination thereof;
|
|
|
·
|
the procedures for the issuance and delivery of common shares, warrants or a combination thereof
to holders of subscription receipts upon satisfaction of the Release Conditions;
|
|
|
·
|
whether any payments will be made to holders of subscription receipts upon delivery of the common
shares, warrants or a combination thereof upon satisfaction of the Release Conditions (e.g., an amount equal to dividends declared
on common shares by the Company to holders of record during the period from the date of issuance of the subscription receipts to
the date of issuance of any common shares pursuant to the terms of the Subscription Receipt Agreement);
|
|
|
·
|
the terms and conditions under which the Escrow Agent will hold all or a portion of the gross proceeds
from the sale of subscription receipts, together with interest and income earned thereon (collectively, the "Escrowed Funds"),
pending satisfaction of the Release Conditions;
|
|
|
·
|
the terms and conditions pursuant to which the Escrow Agent will hold common shares, warrants or
a combination thereof pending satisfaction of the Release Conditions;
|
|
|
·
|
the terms and conditions under which the Escrow Agent will release all or a portion of the Escrowed
Funds to the Company upon satisfaction of the Release Conditions;
|
|
|
·
|
if the subscription receipts are sold to or through underwriters or agents, the terms and conditions
under which the Escrow Agent will release a portion of the Escrowed Funds to such underwriters or agents in payment of all or a
portion of their fees or commission in connection with the sale of the subscription receipts;
|
|
|
·
|
procedures for the refund by the Escrow Agent to holders of subscription receipts of all or a portion
of the subscription price for their subscription receipts, plus any pro rata entitlement to interest earned or income generated
on such amount, if the Release Conditions are not satisfied;
|
|
|
·
|
any contractual right of rescission to be granted to initial purchasers of subscription receipts
in the event this Prospectus, the Prospectus Supplement under which subscription receipts are issued or any amendment hereto or
thereto contains a misrepresentation;
|
|
|
·
|
any entitlement of the Company to purchase the subscription receipts in the open market by private
agreement or otherwise;
|
|
|
·
|
whether the Company will issue the subscription receipts as global securities and, if so, the identity
of the depositary for the global securities;
|
|
|
·
|
whether the Company will issue the subscription receipts as bearer securities, registered securities
or both;
|
|
|
·
|
provisions as to modification, amendment or variation of the Subscription Receipt Agreement or
any rights or terms attaching to the subscription receipts;
|
|
|
·
|
the identity of the Escrow Agent;
|
|
|
·
|
whether the subscription receipts will be listed on any exchange;
|
|
|
·
|
material United States and Canadian federal tax consequences of owning the subscription receipts;
and
|
|
|
·
|
any other terms of the subscription receipts.
|
The holders of subscription receipts will
not be shareholders of the Company. Holders of subscription receipts are entitled only to receive common shares, warrants or a
combination thereof on exchange of their subscription receipts, plus any cash payments provided for under the Subscription Receipt
Agreement, if the Release Conditions are satisfied. If the Release Conditions are not satisfied, the holders of subscription receipts
shall be entitled to a refund of all or a portion of the subscription price therefor and all or a portion of the pro rata share
of interest earned or income generated thereon, as provided in the Subscription Receipt Agreement.
The Company reserves the right to set forth
in a Prospectus Supplement specific terms of the subscription receipts that are not within the options and parameters set forth
in this Prospectus. In addition, to the extent that any particular terms of the subscription receipts described in a Prospectus
Supplement differ from any of the terms described in this Prospectus, the description of such terms set forth in this Prospectus
shall be deemed to have been superseded by the description of such differing terms set forth in such Prospectus Supplement with
respect to such subscription receipts.
Description of Units
The Company may issue units comprised of
one or more of the other securities described in this Prospectus in any combination. Each unit will be issued so that the holder
of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations
of a holder of each included Security. The unit agreement, if any, under which a unit is issued may provide that the securities
comprising the unit may not be held or transferred separately, at any time or at any time before a specified date. If applicable,
the Company will file with the SEC as exhibits to the registration statement of which this Prospectus is a part, or will incorporate
by reference from a Report of Foreign Private Issuer on Form 6-K that the Company files with the SEC, any unit agreement describing
the terms and conditions of such units that Alexco is offering before the issuance of such units.
The particular terms and provisions of
units offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply
thereto, will be described in the Prospectus Supplement filed in respect of such units.
|
|
·
|
The particular terms of each issue of units will be described in the related Prospectus Supplement.
This description will include, where applicable:
|
|
|
·
|
the designation and aggregate number of units offered;
|
|
|
·
|
the price at which the units will be offered;
|
|
|
·
|
if other than Canadian dollars, the currency or currency unit in which the units are denominated;
|
|
|
·
|
the terms of the units and of the securities comprising the units, including whether and under
what circumstances those securities may be held or transferred separately;
|
|
|
·
|
the number of securities that may be purchased upon exercise of each unit and the price at which
and currency or currency unit in which that amount of securities may be purchased upon exercise of each unit;
|
|
|
·
|
any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the
securities comprising the units; and
|
|
|
·
|
any other material terms, conditions and rights (or limitations on such rights) of the units.
|
The Company reserves the right to set forth
in a Prospectus Supplement specific terms of the units that are not within the options and parameters set forth in this Prospectus.
In addition, to the extent that any particular terms of the units described in a Prospectus Supplement differ from any of the terms
described in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded
by the description of such differing terms set forth in such Prospectus Supplement with respect to such units.
DENOMINATIONS, REGISTRATION AND TRANSFER
The securities will be issued in fully
registered form without coupons attached in either global or definitive form and in denominations and integral multiples as set
out in the applicable Prospectus Supplement (unless otherwise provided with respect to a particular series of debt securities pursuant
to the provisions of the applicable indenture, as supplemented by a supplemental indenture). Other than in the case of book-entry
only securities, securities may be presented for registration of transfer (with the form of transfer endorsed thereon duly executed)
in the city specified for such purpose at the office of the registrar or transfer agent designated by the Company for such purpose
with respect to any issue of securities referred to in the Prospectus Supplement. No service charge will be made for any transfer,
conversion or exchange of the securities, but we may require payment of a sum to cover any transfer tax or other governmental charge
payable in connection therewith. Such transfer, conversion or exchange will be effected upon such registrar or transfer agent being
satisfied with the documents of title and the identity of the person making the request. If a Prospectus Supplement refers to any
registrar or transfer agent designated by the Company with respect to any issue of securities, we may at any time rescind the designation
of any such registrar or transfer agent and appoint another in its place or approve any change in the location through which such
registrar or transfer agent acts.
In the case of book-entry only securities,
a global certificate or certificates representing the securities will be held by a designated depository for its participants.
The securities must be purchased or transferred through such participants, which includes securities brokers and dealers, banks
and trust companies. The depository will establish and maintain book-entry accounts for its participants acting on behalf of holders
of the securities. The interests of such holders of securities will be represented by entries in the records maintained by the
participants. Holders of securities issued in book-entry only form will not be entitled to receive a certificate or other instrument
evidencing their ownership thereof, except in limited circumstances. Each holder will receive a customer confirmation of purchase
from the participants from which the securities are purchased in accordance with the practices and procedures of that participant.
PLAN OF DISTRIBUTION
Alexco may sell the securities to or through
underwriters or dealers, and also may sell securities to one or more other purchasers directly or through agents. Each Prospectus
Supplement will set forth the terms of the offering, including the name or names of any underwriters or agents, the purchase price
or prices of the securities and the proceeds to the Company from the sale of the securities. Only those underwriters, dealers or
agents named in a Prospectus Supplement will be the underwriters, dealers or agents in connection with the securities offered thereby.
The securities may be sold, from time to
time, in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated prices, including sales in transactions deemed to be
"at the market distributions" as defined in Canadian National Instrument 44-102 – Shelf Distributions, including
sales made directly on the TSX, the NYSE American or other existing markets for the securities. Additionally, this Prospectus and
any Prospectus Supplement may also cover the initial resale of the securities purchased pursuant thereto. The prices at which the
securities may be offered may vary as between purchasers and during the period of distribution. If, in connection with the offering
of Securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the Securities at the initial
offering price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further
changed, from time to time, to an amount not greater than the initial public offering price fixed in such Prospectus Supplement,
in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers
for the Securities is less than the gross proceeds paid by the underwriters to the Company.
In connection with any offering of securities,
other than an "at-the-market distribution", the underwriters may over-allot or effect transactions which stabilize or
maintain the market price of the securities offered at a level above that which might otherwise prevail in the open market. Such
transactions, if commenced, may be discontinued at any time.
Unless otherwise specified in a Prospectus
Supplement, there is no market through which the Company's warrants may be sold and you may not be able to resell any such securities
purchased under this Prospectus or any Prospectus Supplement. Unless otherwise specified in the applicable Prospectus Supplement,
the securities (excluding any common shares) will not be listed on any securities exchange. This may affect the pricing
of such securities on the secondary market, the transparency and availability of trading prices, the liquidity of the securities,
and the extent of issuer regulation. See "Risk Factors".
In connection with the sale of securities,
underwriters, dealers and agents may receive compensation from the Company or from purchasers of the securities from whom they
may act as agents in the form of discounts, concessions or commissions. Any such commissions will be paid out of the Company's
general funds. Underwriters, dealers and agents that participate in the distribution of securities may be deemed to be underwriters
and any discounts or commissions received by them from the Company and any profit on the resale of securities by them may be deemed
to be underwriting discounts and commissions under applicable securities legislation.
Underwriters, dealers and agents who participate
in the distribution of the securities may be entitled under agreements to be entered into with the Company to indemnification by
the Company against certain liabilities, including liabilities under the U.S. Securities Act and Canadian securities legislation,
or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof.
Those underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, the Company in
the ordinary course of business.
CERTAIN INCOME TAX CONSIDERATIONS
Owning any of the Company's securities
may subject you to tax consequences both in the United States and Canada.
Although the applicable Prospectus Supplement
may describe certain Canadian and United States federal income tax consequences of the acquisition, ownership and disposition of
any securities offered under this Prospectus by an initial investor, the Prospectus Supplement may not describe these tax consequences
fully. You should consult your own tax advisor with respect to your particular circumstances.
AUDITORS, TRANSFER AGENT AND REGISTRAR
The Company's auditors are PricewaterhouseCoopers
LLP, Chartered Professional Accountants ("PwC"), of Suite 1400, 250 Howe Street, Vancouver, British
Columbia, V6C 3R8. PwC, as auditors of the Company, report that they are independent with respect to the Company within the meaning
of the Chartered Professional Accountants of British Columbia Code of Professional Conduct and within the meaning of independence
under the standards of the PCAOB and SEC.
The registrar and transfer agent for the
Company's common shares is Computershare Investor Services Inc. at its principal offices in Vancouver, British Columbia and Toronto,
Ontario.
EXPERTS
Names of Experts
The following persons prepared or certified
a report, valuation, statement or opinion described or included in this Prospectus or a document incorporated by reference herein:
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Adrian Churcher, P. Eng., Zach Allwright, P. Eng., and Paul Hughes, Ph.D., P. Eng. of Mining Plus
Canada, Gilles Arseneau, Ph.D., P.Geo and Cliff Revering, P.Eng of SRK Consulting (Canada) Inc..David Farrow, Pr.Sci.Nat, P.Geo
of Geostrat Consulting Inc. and Hassan Ghaffari, P. Eng. and Ting Lu, M. Sc., P. Eng. of Tetra Tech Canada Inc. prepared the PFS
described under "Summary Description of Business – Mining Business"
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Alan McOnie, FAusIMM, Vice President, Exploration of Alexco, and Neil Chambers, P.Eng., Chief Mine
Engineer of Alexco, are responsible for certain information of a scientific or technical nature relating to Alexco's properties
in this Prospectus or in a document incorporated by reference herein
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Interests of Experts
Based on information provided by the experts
named above, other than with respect to Alan McOnie and Neil Chambers as described below, none of the experts named under "Names
of Experts", when or after they prepared the statement, report or valuation, has received any registered or beneficial interests,
direct or indirect, in any securities or other property of Alexco or of one of the Alexco's associates or affiliates (based on
information provided to Alexco by the experts) or is or is expected to be elected, appointed or employed as a director, officer
or employee of Alexco or of any associate or affiliate of Alexco.
Alan McOnie is currently an executive officer
and Neil Chambers is currently an employee of Alexco, as described above. Alan McOnie has been granted stock options and restricted
share units and Neil Chambers has been granted stock options of Alexco through the course of their respective employments; however,
the individual interests held by each of them throughout their respective employment terms at all times represented less than one
percent of the issued and outstanding common shares of Alexco.
enforcement
of judgments against foreign persons OR COMPANIES
Each of Clynton R. Nauman, the CEO and
a director of the Company, and Bradley Thrall, the President of the Company, resides outside of Canada and has appointed Alexco
Resource Corp., Suite 1225, Two Bentall Centre, 555 Burrard Street, Vancouver, British Columbia, V7X 1M9 as agent for services
of process in Canada.
Purchasers are advised that it may not
be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued
or otherwise organized under the laws of a foreign jurisdiction, or resides outside of Canada, even if the party has appointed
an agent for service of process.
DOCUMENTS FILED AS PART OF THE REGISTRATION
STATEMENT
The following documents have been or will
be filed with the SEC as part of the registration statement of which this Prospectus forms a part: (i) the documents referred
to under the heading "Documents Incorporated by Reference"; (ii) consent of the Company's auditors, PwC; (iii) consents
of Adrian Churcher, Zach Allwright, Paul Hughes, Hassan Ghaffari, Ting Lu, Gilles Arseneau, David Farrow, Cliff Revering, Alan
McOnie and Neil Chambers; and (iv) powers of attorney from the Company's directors and officers (included on the signature
pages of the registration statement).
ADDITIONAL INFORMATION
Alexco has filed with the SEC a registration
statement on Form F-10 relating to the securities. This Prospectus, which constitutes a part of the registration statement,
does not contain all of the information contained in the registration statement, certain items of which are contained in the exhibits
to the registration statement as permitted by the rules and regulations of the SEC. See "Documents Filed as Part of
the Registration Statement". Statements included or incorporated by reference in this Prospectus about the contents of any
contract, agreement or other documents referred to are not necessarily complete, and in each instance you should refer to the exhibits
for a more complete description of the matter involved. Each such statement is qualified in its entirety by such reference. Each
time the Company sells securities under the registration statement, it will provide a Prospectus Supplement that will contain specific
information about the terms of that offering. The Prospectus Supplement may also add to, update or change information contained
in this Prospectus.
Alexco is subject to the information requirements
of the U.S. Exchange Act, and applicable Canadian securities legislation, and in accordance therewith files and furnishes annual
and quarterly financial information and material change reports, business acquisition reports and other material with the securities
commission or similar regulatory authority in each of the provinces of Canada and with the SEC. Under a multijurisdictional disclosure
system adopted by the United States and Canada, documents and other information that we file with the SEC may be prepared in accordance
with the disclosure requirements of Canada, which are different from those of the United States. As a foreign private issuer within
the meanings of rules made under the U.S. Exchange Act, Alexco is exempt from the rules under the U.S. Exchange Act prescribing
the furnishing and content of proxy statements, and the Company's officers, directors and principal shareholders are exempt from
the reporting and shortswing profit recovery provisions contained in Section 16 of the U.S. Exchange Act. In addition, Alexco
is not required to publish financial statements as promptly as U.S. companies.
The Company's reports and other information
filed or furnished with or to the SEC are available from the SEC's Electronic Document Gathering and Retrieval System, or EDGAR,
at www.sec.gov, as well as from commercial document retrieval services. The Company's Canadian filings are available on the System
for Electronic Document Analysis and Retrieval, or SEDAR, at www.sedar.com. Unless specifically incorporated by reference herein,
documents filed or furnished by the Company on SEDAR or EDGAR are neither incorporated in nor a part of this Prospectus.
ENFORCEABILITY OF CIVIL LIABILITIES
The Company is a corporation existing under
the Business Corporations Act (British Columbia). Most of the Company's directors and officers, and most of the experts
named in this Prospectus, are residents of Canada or otherwise reside outside the United States, and all or a substantial portion
of their assets, and a substantial portion of the Company's assets, are located outside the United States. As a result, it may
be difficult for United States investors to effect service of process within the United States upon the Company or its directors,
officers and experts who are not residents of the United States or to enforce judgments of courts of the United States predicated
upon the Company's civil liability and the civil liability of its directors, officers and experts under the United States federal
securities laws.
The Company filed with the SEC, concurrently
with its registration statement on Form F-10 of which this Prospectus is a part, an appointment of agent for service of process
on Form F-X. Under the Form F-X, the Company has appointed DL Services Inc. as its agent for service of process in the
United States in connection suit or proceeding brought against or involving the Company in a United States court arising out of
or related to or concerning the offering of the securities under this Prospectus and any Prospectus Supplement.
PART II
INFORMATION NOT REQUIRED TO BE DELIVERED
TO
OFFEREES OR PURCHASERS
Indemnification.
The Company is subject to the provisions
of Part 5, Division 5 of the Business Corporations Act (British Columbia) (the “Act”).
Under Section 160 of the Act, we may,
subject to Section 163 of the Act:
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(1)
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indemnify an individual who:
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is or was a director or officer of our company;
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is or was a director or officer of another corporation (i) at a time when such corporation
is or was an affiliate of our company; or (ii) at our request, or
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at our request, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust,
joint venture or other unincorporated entity,
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and including, subject to certain limited exceptions,
the heirs and personal or other legal representatives of that individual (collectively, an “eligible party”), against
all eligible penalties to which the eligible party is or may be liable; and
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(2)
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after final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred
by an eligible party in respect of that proceeding, where:
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“eligible
penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, and eligible proceeding.
“eligible
proceeding” means a proceeding in which an eligible party or any of the heirs and personal or other legal representatives
of the eligible party, by reason of the eligible party being or having been a director or officer of, or holding or having held
a position equivalent to that of a director or officer of, our company or an associated corporation (a) is or may be joined
as a party, or (b) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding.
“proceeding”
includes any legal proceeding or investigative action, whether current, threatened , pending or completed.
Under Section 161 of the Act, and
subject to Section 163 of the Act, we must, after the final disposition of an eligible proceeding, pay the expenses actually
and reasonably incurred by an eligible party in respect of that proceeding if the eligible party (a) has not been reimbursed
for those expenses, and (b) is wholly successful, on the merits or otherwise, in the outcome of the proceeding or is substantially
successful on the merits in the outcome of the proceeding.
Under Section 162 of the Act, and
subject to Section 163 of the Act, we may pay, as they are incurred in advance of the final disposition of an eligible proceeding,
the expenses actually and reasonably incurred by an eligible party in respect of the proceeding, provided that we must not make
such payments unless we first receive from the eligible party a written undertaking that, if it is ultimately determined that the
payment of expenses is prohibited under Section 163 of the Act, the eligible party will repay the amounts advanced.
Under Section 163 of the Act, we must
not indemnify an eligible party against eligible penalties to which the eligible party is or may be liable or pay the expenses
of an eligible party in respect of that proceeding under Sections 160, 161 or 162 of the Act, as the case may be, if
any of the following circumstances apply:
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if the indemnity or payment is made under an earlier agreement to indemnify or pay expenses and,
at the time that the agreement to indemnify or pay expenses was made, we were prohibited from giving the indemnity or paying the
expenses by our memorandum or articles;
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if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay
expenses and, at the time that the indemnity or payment is made, we are prohibited from giving the indemnity or paying the expenses
by our memorandum or articles;
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if, in relation to the subject matter of the eligible proceeding, the eligible party did not act
honestly and in good faith with a view to the best interests of our company or the associated corporation, as the case may be; or
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in the case of an eligible proceeding other than a civil proceeding, if the eligible party did
not have reasonable grounds for believing that the eligible party’s conduct in respect of which the proceeding was brought
was lawful.
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If an eligible proceeding is brought against
an eligible party by or on behalf of our company or by or on behalf of an associated corporation, we must not either indemnify
the eligible party against eligible penalties to which the eligible party is or may be liable, or pay the expenses of the eligible
party under Sections 160, 161 or 162 of the Act, as the case may be, in respect of the proceeding.
Under Section 164 of the Act, and
despite any other provision of Part 5, Division 5 of the Act and whether or not payment of expenses or indemnification has
been sought, authorized or declined under Part 5, Division 5 of the Act, on application of our company or an eligible party,
the Supreme Court of British Columbia may do one or more of the following:
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order us to indemnify an eligible party against any liability incurred by the eligible party in
respect of an eligible proceeding;
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order us to pay some or all of the expenses incurred by an eligible party in respect of an eligible
proceeding;
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order the enforcement of, or payment under, an agreement of indemnification entered into by us;
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order us to pay some or all of the expenses actually and reasonably incurred by any person in obtaining
an order under Section 164 of the Act; or
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make any other order the court considers appropriate.
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Section 165 of the Act provides that
we may purchase and maintain insurance for the benefit of an eligible party or the heirs and personal or other legal representatives
of the eligible party against any liability that may be incurred by reason of the eligible party being or having been a director
or officer of, or holding or having held a position equivalent to that of a director or officer of, our company or an associated
corporation.
Under our articles, and subject to the
Act, we must indemnify our company’s directors and officers, and former directors, officers and alternate directors and their
respective heirs and personal and other legal representatives to the greatest extent permitted by the Act.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling our company
pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is therefore unenforceable.
EXHIBITS
See the Exhibit Index hereto which is incorporated herein
by reference.
PART III
UNDERTAKING AND CONSENT TO SERVICE OF
PROCESS
Item 1. Undertaking.
Alexco Resource Corp. undertakes to make
available, in person or by telephone, representatives to respond to inquiries made by the Securities and Exchange Commission (the
“Commission”) staff, and to furnish promptly, when requested to do so by the Commission staff, information relating
to the securities registered pursuant to Form F-10 or to transactions in said securities.
Item 2. Consent to Service of Process.
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(a)
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Concurrently with the filing of this Registration Statement, Alexco Resource Corp. has filed with
the Commission a written Appointment of Agent for Service of Process and Undertaking on Form F-X.
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(b)
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Any change to the name or address of the agent for service of Alexco Resource Corp. shall be communicated
promptly to the Commission by an amendment to Form F-X referencing the file number of this Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, Alexco Resource Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form F-10 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Vancouver, Province of British Columbia, Canada, on October 16, 2020.
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ALEXCO RESOURCE CORP.
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By:
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/s/ Clynton R. Nauman
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Name:
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Clynton R. Nauman
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Title:
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Chief Executive Officer
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POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Clynton R. Nauman and Michael Clark, and each of them, either of
whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution
and re-substitution, from such person and in each person’s name, place and stead, in any and all capacities, to sign a registration
statement on Form F-10 for purposes of registering equity securities of Alexco Resource Corp. and any amendments thereto (including
any post-effective amendments thereto), and to file the same, with all exhibits thereto and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully
to all intents and purposes as he or she might or could in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on October 16,
2020:
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Signature
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Title
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/s/ Clynton R. Nauman
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Chief Executive Officer and Chairman
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Clynton R. Nauman
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(Principal Executive Officer)
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/s/ Michael Clark
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Chief Financial Officer
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Michael Clark
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(Principal Financial and Accounting Officer)
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/s/ Rick Van Nieuwenhuyse
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Director
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Rick Van Nieuwenhuyse
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Signature
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Title
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/s/ Terry Krepiakevich
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Director
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Terry Krepiakevich
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/s/ Richard N. Zimmer
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Director
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Richard N. Zimmer
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/s/ Elaine Sanders
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Director
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Elaine Sanders
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/s/ Karen McMaster
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Director
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Karen McMaster
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of
the Securities Act of 1933, the undersigned has signed this Registration Statement, solely in his capacity as the duly authorized
representative of Alexco Resource Corp. in the United States, on October 16, 2020.
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/s/ Clynton
R. Nauman
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Clynton R. Nauman
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Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
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Description
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4.1*
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Annual Information Form dated March 11, 2020 for the year ended December 31, 2019, incorporated by reference to Exhibit 99.1 to the Registrant’s Annual Report on Form 40-F filed with the Commission on March 11, 2020.
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4.2*
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Audited consolidated financial statements of the Registrant for the years ended December 31, 2019 and 2018, together with the notes thereto and the auditors’ report thereon and related management’s discussion and analysis, incorporated by reference to Exhibits 99.2 and 99.3 to the Registrant’s Annual Report on Form 40-F filed with the Commission on March 11, 2020.
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4.3*
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Unaudited interim condensed consolidated financial statements of the Registrant for the three and six months ended June 30, 2020 and 2019, together with the notes thereto and related management’s discussion and analysis, incorporated by reference to Exhibits 99.1 and 99.2 to the Registrant’s Report on Form 6-K furnished with the Commission on August 12, 2020.
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4.4*
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Management information circular dated as of April 23, 2020, prepared in connection with the Registrant’s annual general meeting of shareholders to be held on June 4, 2020, incorporated by reference to Exhibit 99.2 to the Registrant’s Report on Form 6-K furnished with the Commission on April 27, 2020.
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4.5
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Material change report dated June 26, 2020 in respect of (i) the Registrant receiving a draft amended and renewed water use license for the Keno Hill Silver District from the Yukon Water Board, (ii) the Registrant entering into a non-binding term sheet with Wheaton to amend the stock purchase agreement, (iii) the Registrant's public offering of 7,326,100 common shares on a bought deal basis for aggregate gross proceeds of $20,000,253, and (iv) the Registrant increasing the size of the July 2020 Offering to 9,560,000 common shares for aggregate gross proceeds of $26,098,800.
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4.6
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Material change report dated April 3, 2020 in respect of the over-night marketed public offering of an aggregate of 4,662,675 common shares of the Registrant, inclusive of common shares issued pursuant to the exercise in full of the underwriters' over-allotment option announced on March 24, 2020 and completed on March 27, 2020.
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4.7*
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Material change report dated February 24, 2020 in respect of the Company’s sale of shares of its subsidiary, Alexco Environmental Group Holdings Inc. to AEG’s executive management for a purchase price of $13.35 million, incorporated by reference to Exhibit 99.1 to the Registrant’s Report on Form 6-K furnished with the Commission on March 24, 2020.
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5.1
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Consent of PricewaterhouseCoopers LLP
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5.2
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Consent of Adrian Churcher
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5.3
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Consent of Zach Allwright
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5.4
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Consent of Paul Hughes
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5.5
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Consent of Hassan Ghaffari
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5.6
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Consent of Ting Lu
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5.7
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Consent of Gilles Arseneau
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5.8
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Consent of David Farrow
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5.9
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Consent of Cliff Revering
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5.10
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Consent of Alan McOnie
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5.11
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Consent of Neil Chambers
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6.1
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Powers of Attorney (included on the signature page of this Registration Statement).
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* Previously
filed or furnished to the Commission
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