HECLA MINING CO/DE/ false 0000719413 0000719413 2023-07-07 2023-07-07 0000719413 us-gaap:CommonStockMember 2023-07-07 2023-07-07 0000719413 hl:SeriesBCumulativePreferredStockMember 2023-07-07 2023-07-07

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 7, 2023

 

 

HECLA MINING COMPANY

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   1-8491   77-0664171
(State or Other Jurisdiction
of Incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

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)

N/A

(Former name or Former Address, if changed Since Last Report)

 

 

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)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Stock, par value $0.25 per share   HL   New York Stock Exchange
Series B Cumulative Convertible Preferred Stock, par value $0.25 per share   HL-PB   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 2.01.

Completion of Acquisition or Disposition of Assets

On July 7, 2023, Hecla Mining Company (the “Company” or “Hecla”) completed the acquisition of ATAC Resources Ltd. (“ATAC”) pursuant to the terms of the April 5, 2023 Arrangement Agreement (“Agreement”). Under the terms of the Agreement, Hecla’s subsidiary acquired all the outstanding common shares of ATAC for total consideration of approximately US$18.7 million in the form of 3,676,904 shares of Hecla common stock issued to ATAC shareholders based on the share exchange ratio of 0.0166 of Hecla share for each ATAC common share. As part of the acquisition, Hecla acquired 5,502,956 units consisting of (i) shares of Cascadia Minerals Ltd. representing a 19.9% stake, and (ii) full warrants with a five-year term for a C$2 million cash investment. The Agreement, filed as exhibit 2.1 to Hecla’s Current Report on Form 8-K filed on April 6, 2023, 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 Hecla. 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 Agreement contains representations and warranties the Company and ATAC made. The assertions embodied in those representations and warranties are qualified by information in a confidential disclosure letter that ATAC has exchanged in connection with signing the 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 Agreement, which subsequent information may or may not be fully reflected in public disclosures.

 

Item 3.02.

Unregistered Sales of Equity Securities

As previously disclosed in Hecla’s Current Report on Form 8-K filed on April 6, 2023, pursuant to the terms of the Agreement, the purchase price for the outstanding common shares of ATAC was paid using shares of Hecla common stock. At closing, Hecla issued 3,676,904 shares of our common stock to ATAC shareholders, pursuant to an exemption from registration under Section 3(a)(10) of the Securities Act of 1933.

 

Item 8.01.

Other Events

On July 10, 2023, the Company issued a press release announcing the closing of the ATAC acquisition, effective July 7, 2023. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

2

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

 

                   2.1(a)   Arrangement Agreement dated as of April 5, 2023, by and among Hecla Mining Company, Alexco Resource Corp. and ATAC Resources Ltd. filed as exhibit 2.1 to our Current Report on Form 8-K filed on April 6, 2023 (File No. 1-8491) and incorporated herein by reference.
  99.1   News Release dated July 10, 2023. *
  104   Cover Page Interactive Data File (embedded within the Inline XBRL document) formatted as inline XBRL.

 

*

Filed herewith

 

3

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.

 

HECLA MINING COMPANY
By:  

/s/ David C. Sienko

    David C. Sienko
    Vice President and General Counsel

Dated: July 10, 2023

 

4

Exhibit 99.1

 

LOGO    NEWS RELEASE

HECLA COMPLETES ACQUISITION OF ATAC RESOURCES AND

RESTARTS CASA BERARDI

FOR IMMEDIATE RELEASE

July 10, 2023

COEUR D’ALENE, IDAHO — Hecla Mining Company (NYSE:HL) (“Hecla”) and ATAC Resources Ltd. (TSX:ATC) (“ATAC”) announced today the completion of the ATAC acquisition.

“With the ATAC acquisition, we continue to execute our strategy of acquiring large land packages with significant exploration potential in favorable mining jurisdictions,” said Phillips S. Baker, Jr., Hecla President & CEO. “The Rackla and Connaught properties in the Yukon are a massive land package of over 700 square miles (1830 square kilometers), almost half the size of Rhode Island, with identified gold, silver, and base metal mineralization. As a result of previous investment in exploration by ATAC, Hecla is not obligated for the next decade to make significant expenditures to maintain control of the land package, so while we will advance the exploration as quickly as possible, we will have flexibility on our pace of spending.”

Baker continued, “The acquisition further cements our position in the Yukon, with our Keno Hill mine going into production in the third quarter. Keno Hill is expected to produce more than 2.5 million ounces of silver in 2023 and to become Canada’s largest and highest-grade primary silver mine. We look forward to continuing to build our relationships with the Na-Cho Nyak Dun and Tr’ondek Hwech’in Han First Nations and the Yukon Territory through our work at Keno Hill and the Rackla and Connaught Properties.”

Details of ATAC transaction

Hecla acquired all the outstanding shares of ATAC for total consideration of approximately US$18.8 million in Hecla common stock with the issuance of 3,676,904 shares to ATAC shareholders based on the share exchange ratio of 0.0166 of Hecla share for each ATAC common share. As part of the acquisition, Hecla acquired 5,502,956 units consisting of (i) shares of Cascadia Minerals Ltd. (“Cascadia”) representing a 19.9% stake, and (ii) full warrants with a five-year term for a C$2 million cash investment. Cascadia will be managed by the former management of ATAC, who will explore specific properties in the Yukon and British Columbia. Hecla will have the right to appoint two directors to Cascadia’s board.

 

Hecla Mining Company • 1-800-432-5291 • hmc-info@hecla-mining.com

Restart of Casa Berardi Mine

Hecla also announced that Casa Berardi successfully restarted operations on June 29th following the partial lifting of Quebec’s ban on access to the road to the mine. All mining and processing activities have resumed normally.

The impact of the suspension and restart on Casa Berardi’s production and cost guidance are expected to be updated in the second quarter earnings release.

ABOUT HECLA

Founded in 1891, Hecla Mining Company (NYSE: HL) is the largest silver producer in the United States. In addition to operating mines in Alaska, Idaho, and Quebec, Canada, the Company is developing a mine in the Yukon, Canada, and owns several exploration and pre-development projects in world-class silver and gold mining districts throughout North America.

Cautionary Statements to Investors on Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created by such sections and other applicable laws, including Canadian securities laws. When a forward-looking statement expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, such statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed, projected, or implied by the forward-looking statements. Forward-looking statements often address our expected future business and financial performance and financial condition and often contain words such as “anticipate,” “intend,” “plan,” “will,” “could,” “would,” “estimate,” “should,” “expect,” “believe,” “project,” “target,” “indicative,” “preliminary,” “potential” and similar expressions. Forward-looking statements in this news release may include, without limitation: (i) Keno Hill silver production is expected to exceed 2.5 million ounces in 2023, (ii) the Keno Hill mine is expected to be the largest and highest grade primary silver mine in Canada and (iii) Casa Berardi’s production and cost guidance are expected to be updated in the second quarter earnings release.

For further information, please contact:

Anvita M. Patil

Vice President—Investor Relations and Treasurer

Cheryl Turner

Communications Coordinator

800-HECLA91 (800-432-5291)

Investor Relations

Email: hmc-info@hecla-mining.com

Website: www.hecla-mining.com

 

Hecla Mining Company • 1-800-432-5291 • hmc-info@hecla-mining.com

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