KLONDEX MINES LTD. (TSE:KDX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
The Arrangement Agreement 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 Arrangement Agreement or their respective subsidiaries or affiliates. The representations, warranties, and covenants contained in the Arrangement Agreement were made as of specific dates, only for purposes of the Arrangement Agreement, and solely for the benefit of the parties to the Arrangement Agreement. The representations, warrants and covenants contained in the Arrangement Agreement may be subject to limitations, qualifications or other particulars agreed upon by the contracting parties. In particular, the assertions embodied in those representations and warranties are qualified by information in a confidential disclosure letter that we have exchanged in connection with signing the Arrangement Agreement. While we do not believe that such confidential disclosure letter contains information required to be publicly disclosed under applicable securities law, other than what has already been disclosed, the disclosure letter does contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Arrangement Agreement. You should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Arrangement Agreement, which subsequent information may or may not be fully reflected in public disclosures.
Item 8.01 Other Events.
On March 19, 2018, Klondex and Hecla issued a joint press release relating to the entry into the Arrangement Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. As announced in the joint press release, Klondex and Hecla will hold a conference call to discuss the transactions to the Arrangement Agreement at 5:30 a.m. (Pacific Time) on March 19, 2018. A slide presentation that will be made in connection with the conference call is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
On March 19, 2018, Klondex also sent a letter to its employees notifying them of the entry into the Arrangement Agreement. A copy of the letter is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K and the exhibits attached hereto 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. These risks and uncertainties include the occurrence of any event that could give rise to the termination of the proposed transaction; the failure to obtain the required shareholder approval or required regulatory clearance for the proposed transaction; and failure to satisfy other conditions to consummating the proposed transaction. 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 management’s 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.
Important Additional Information and Where to Find It
In connection with the transaction contemplated under the Arrangement Agreement (the “Proposed Transaction”), Klondex will file with the SEC and mail or otherwise provide to its shareholders a proxy statement regarding the Proposed Transaction. BEFORE MAKING ANY VOTING DECISION, KLONDEX’S SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY 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 Klondex files with the SEC (when available) from the SEC’s website at www.sec.gov and Klondex’s website at www.klondexmines.com. In addition, the proxy statement and other documents filed by Klondex with the SEC (when available) may be obtained from Klondex 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.
None of the Hecla Shares and/or Spinco Shares to be issued to the Arrangement Agreement have been or will be registered under the Securities Act, or any state securities laws, and such securities are anticipated to be issued in reliance upon the exemption from such registration requirements afforded by Section 3(a)(10) of the Securities Act and applicable exemptions under state securities laws. This document does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Certain Participants in the Solicitation
Klondex, Klondex’s directors and certain of Klondex’s executive officers and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from Klondex’s shareholders with respect to shareholder approval of the Proposed Transaction. Information regarding the names of Klondex’s directors and executive officers and their respective interests in Klondex by security holdings or otherwise is set forth in Klondex’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on March 14, 2018 and Klondex’s definitive proxy statement for its 2017 Annual and Special Meeting of Shareholders filed with the SEC on April 11, 2017. Additional information regarding the interests of such individuals in the Proposed Transaction will be included in the proxy statement relating to such Proposed Transaction when it is filed with the SEC. These documents may be obtained free of charge from the SEC’s website at www.sec.gov and Klondex’s website at www.klondexmines.com.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
* Certain schedules have been omitted from this agreement. We will furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
KLONDEX MINES LTD ExhibitEX-2.1 2 exhibit2-1.htm EXHIBIT 2.1 Klondex Mines Ltd. – Exhibit 10.1 – Filed by newsfilecorp.com ARRANGEMENT AGREEMENT HECLA MINING COMPANY – and – 1156291 B.C. UNLIMITED LIABILITY COMPANY – and – KLONDEX MINES LTD. March 16,…To view the full exhibit click here
About KLONDEX MINES LTD. (TSE:KDX)
Klondex Mines Ltd is a Canada-based gold and silver mining company. The Company focuses on exploration, development and production of over two gold and silver projects in north central Nevada, being the Fire Creek mine located in Lander County, Nevada, the Midas mine and ore milling facility located in Nevada. Its segments include Fire Creek, Midas, True North, and Corporate and other. Its over 1,000 tons per day milling facility processes mineralized materials from the Midas Mine and the Fire Creek Mine. The Midas Mine is a gold-silver vein deposit located a mile from the town of Midas, Nevada. It also owns an underground mine project located in Manitoba, Canada, which includes the Rice Lake Mine and Mill complex, and early-stage exploration properties located in the State of Nevada, the United States, and Manitoba and Ontario, Canada. The Company’s milling and processing facilities are located at Midas process ore from both Midas and Fire Creek in the State of Nevada.
