Current Report Filing (8-k)
July 20 2022 - 05:25PM
Edgar (US Regulatory)
HECLA MINING CO/DE/ false 0000719413
0000719413 2022-07-20 2022-07-20 0000719413
hl:CommonStockParValue025PerShareMember 2022-07-20 2022-07-20
0000719413
hl:SeriesBCumulativeConvertiblePreferredStockParValue025PerShareMember
2022-07-20 2022-07-20
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 20, 2022
HECLA
MINING COMPANY
(Exact name of registrant as specified in its charter)
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Delaware |
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1-8491 |
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77-0664171 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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6500 North Mineral Drive, Suite 200
Coeur d’Alene, Idaho 83815-9408
(Address of principal executive offices) (Zip Code)
(208) 769-4100
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.25 per
share |
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HL |
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New York Stock Exchange |
Series B Cumulative Convertible
Preferred Stock, par value $0.25 per share |
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HL-PB |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 7.01 Regulation FD Disclosure
On July 20, 2022, representatives of Hecla Mining Company
(“Hecla”) are scheduled to make a presentation (the “Presentation”)
in Coeur d’Alene, Idaho to certain analysts. As part of the
Presentation, Phillips S. Baker, Jr., President and Chief Executive
Officer of Hecla, will discuss Hecla’s pending acquisition of
Alexco Resource Corp. (“Alexco”). The Presentation will include the
slides attached as Exhibit 99.1 (the “Acquisition Slides”).
As previously announced, on July 4, 2022, Hecla entered into
an Arrangement Agreement (the “Alexco Agreement”) with Alexco.
Under the terms of the Alexco Agreement, Hecla will acquire all of
the outstanding shares of Alexco, and Alexco’s shareholders will
receive 0.116 of a share of Hecla common stock per Alexco share,
representing total consideration with a value of US$0.47 per Alexco
share (based on the companies’ 5-day volume weighted average price on
the New York Stock Exchange (“NYSE”) and NYSE American on
July 1, 2022). As part of the Alexco Agreement, Hecla has
agreed to:
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provide a loan to Alexco in the amount of up to $30 million to
bridge Alexco’s operations from signing to closing; and
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subscribe for and purchase 8,984,100 Alexco common shares at
CDN$0.50 per share, having an aggregate value of US$3,593,640.
Following such purchase, Hecla and its affiliates will own 9.9% of
the outstanding Alexco shares.
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Concurrently with entering into the Alexco Agreement, Hecla entered
into a Stream Termination Agreement (the “WPM Agreement” and
together with the Alexco Agreement, the “Agreements”) with Wheaton
Precious Metals Corp. (“WPM”). Under the WPM Agreement, after the
closing of the Alexco acquisition, Hecla will issue shares of its
common stock valued at US$135 million based on Hecla’s
5-day volume-weighted
average price immediately prior to the closing in exchange for the
termination of WPM’s silver streaming interest in Alexco’s Keno
Hill silver mine located in the Yukon Territory, Canada.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 and
Exhibit 99.1 is being furnished and shall not be deemed to be
“filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liability of that section, and shall not be incorporated by
reference into any of the Company’s filings or other document filed
under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in
such filing.
Item 9.01 - Financial Statements and Exhibits
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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HECLA MINING
COMPANY |
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By: |
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/s/ David C. Sienko
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David C. Sienko |
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Vice President and General
Counsel |
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Dated: July 20, 2022 |
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