Item 1.01 Entry into a Material Definitive Agreement.
On July 5, 2018, Klondex Mines Ltd. (Klondex or the
Company), Hecla Mining Company (Hecla) and 1156291 B.C. Unlimited Liability
Company, a wholly-owned subsidiary of Hecla, entered into an amendment (the
Amendment) to that certain Arrangement Agreement by and among the
aforementioned parties dated March 16, 2018, which was filed as Exhibit 2.1 to
the Companys Form 8-K filed with the SEC on March 19, 2018 (the Arrangement
Agreement).
The Amendment (i) revises the terms Maximum Cash
Consideration and Maximum Purchaser Shares, as each are used in the
Arrangement Agreement and the plan of arrangement attached to the Arrangement
Agreement (the Plan of Arrangement), and (ii) adds a new defined term,
Outstanding Warrant Shares, to both the Arrangement Agreement and Plan of
Arrangement, in each case, to reflect the possibility that current in the
money Company warrants may not be exercised prior to the closing of the
Arrangement, and to give effect to any such unexercised warrants in the
calculation of the amounts under such defined terms, as revised. The Amendment
does not change the exchange ratio or the consideration to be received by
securityholders of the Company in the Arrangement. Additionally, the Amendment
makes miscellaneous, conforming changes to the Plan of Arrangement that are
consistent with the foregoing summary, as well as certain other immaterial
changes.
The foregoing description of the Amendment does not purport to
be complete and is subject to, and qualified in its entirety by, the full text
of the Amendment, a copy of which is attached hereto as Exhibit 2.1 and
incorporated herein by reference.
Important Statement regarding the Amendment.
The Amendment has been included to provide investors with
information regarding its terms. It is not intended to provide any other factual
information about the parties to the Amendment or their respective subsidiaries
or affiliates.
Important Additional Information and Where to Find It
In connection with the transaction contemplated under the
Arrangement Agreement (the Proposed Transaction), the Company filed with the
SEC and mailed to its shareholders, a proxy statement regarding the Proposed
Transaction.
BEFORE MAKING ANY VOTING DECISION, THE COMPANYS SHAREHOLDERS
ARE URGED TO CAREFULLY READ THE PROXY STATEMENT, ANY OTHER DOCUMENTS FILED WITH
THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE
THEREIN, AND ANY AMENDMENTS AND SUPPLEMENTS TO THE PROXY STATEMENT, IN THEIR
ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION
. Investors
and security holders may obtain a free copy of the proxy statement and other
documents that the Company files with the SEC (when available) from the SECs
website at www.sec.gov and the Companys website at www.klondexmines.com. In
addition, the proxy statement and other documents filed by the Company with the
SEC (when available) may be obtained from the Company free of charge by
directing a request to Mike Beckstead, Director, Investor Relations, Klondex
Mines Ltd., 6110 Plumas Street, Suite A, Reno, Nevada, USA 89519, Phone:
775-284-5757.
Non Solicitation
This document does not constitute an offer to sell or the
solicitation of an offer to buy any securities.
Certain Participants in the Solicitation
The Company, the Companys directors and certain of the
Companys executive officers and employees may be deemed, under SEC rules, to be
participants in the solicitation of proxies from the Companys shareholders with
respect to shareholder approval of the Proposed Transaction. Information
regarding the names of the Companys directors and executive officers and their
respective interests in the Company by security holdings or otherwise is set
forth in the Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 2017 filed with the SEC on March 14, 2018 as amended by Amendment
No. 1 on Form 10-K/A filed by the Company with the SEC on April 30, 2018, and
the Companys definitive proxy statement for its 2018 Annual and Special Meeting
of Shareholders filed with the SEC on June 12, 2018. These documents may be
obtained free of charge from the SECs website at www.sec.gov and the Companys
website at
www.klondexmines.com
.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K
constitute forward-looking statements within the meaning of United States
securities laws and forward-looking information within the meaning of Canadian
securities laws (collectively, forward-looking statements). Any statements
that express or involve discussions with respect to predictions, expectations,
beliefs, plans, projections, objectives, assumptions or future events or
performance (often, but not always, identified by words or phrases such as
expects, is expected, anticipates, believes, plans, projects,
estimates, assumes, intends, strategy, goals, objectives,
potential, possible or variations thereof or stating that certain actions,
events, conditions or results may, could, would, should, might or
will be taken, occur or be achieved, or the negative of any of these terms and
similar expressions) are not statements of historical fact and may be
forward-looking statements. Our forward-looking statements involve risks and
uncertainties that may cause our actual results to materially differ from such
forward-looking statements. Our forward-looking statements are based on the
beliefs, expectations and opinions of management as of the date the statements
were made. We do not assume any obligation to update our forward-looking
statements if circumstances or managements beliefs, expectations or opinions
should change, except as required by law. For the reasons set forth above,
investors should not place undue reliance on our forward-looking statements.