Item 1.01 - Entry into a Material Definitive Agreement
On April 5, 2023, Hecla Mining Company (the "Company" or "Hecla") entered into
an Arrangement Agreement (the "Agreement") with ATAC Resources Ltd. ("ATAC").
Under the terms of the Agreement, a subsidiary of Hecla will acquire all of the
issued and outstanding shares of ATAC, and ATAC's shareholders will receive
0.0166 of a share of Hecla common stock per ATAC share (3,693,516 Hecla shares
in the aggregate), representing total consideration with a value of
approximately $23 million. Hecla also agreed to issue 385,195 warrants to
purchase a share of Hecla common stock at an average price of $8.10 per share in
exchange for outstanding warrants to purchase ATAC common shares.
The Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by
reference.
The Agreement has been incorporated by reference herein to provide you with
information regarding its terms. It is not intended to provide any other factual
information about us. Such information can be found elsewhere in other public
filings we have made with the Securities and Exchange Commission, which are
available without charge at www.sec.gov.
The Agreements contain representations and warranties the Company and ATAC made.
The assertions embodied in the ATAC representations and warranties are qualified
by information in a confidential disclosure letter that ATAC has exchanged in
connection with signing the ATAC Agreement. While the company does not believe
that it contains information securities laws require us to publicly disclose
other than information that has already been so disclosed, the disclosure letter
does contain information that modifies, qualifies and creates exceptions to the
representations and warranties set forth in the Agreement. Accordingly, you
should not rely on the representations and warranties as characterizations of
the actual state of facts since they are modified in important part by the
disclosure letter. Moreover, information concerning the subject matter of the
representations and warranties may have changed since the date of the ATAC
agreement, which subsequent information many or may not be fully reflected in
public disclosures.
The information disclosed under Item 8.01 is incorporated herein by reference.
Item 3.02 - Unregistered Sales of Equity Securities
The description of the consideration to be received by ATAC shareholders set
forth in Item 1.01 above is incorporated herein by reference. The Hecla
securities to be issued under the ATAC Agreement will be issued pursuant to an
exemption from registration under Section 3(a)(10) of the Securities Act of
1933.
Item 8.01 - Other Events
On April 6, 2023, the Company issued a news release regarding the ATAC
transaction. A copy of the news release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
2.1 Arrangement Agreement dated as of April 5, 2023, by and among
Hecla Mining Company, Alexco Resources Corp. and ATAC Resources Ltd.
* **
99.1 News Release dated April 6, 2023. **
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document) formatted as inline XBRL).
* The Disclosure Letter referenced in the Agreement is omitted, but Hecla
agrees to furnish supplementally a copy of the Disclosure filed herewith.
** Filed herewith
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