KLONDEX MINES LTD. (TSE:KDX) Files An 8-K Other EventsItem 8.01 Other Events.
As previously reported, on March 16, 2018, Klondex Mines Ltd. (“Klondex”) entered into an arrangement agreement (the “Arrangement Agreement”) with Hecla Mining Company (“Hecla”) and 1156291 B.C. Unlimited Liability Company, a wholly-owned subsidiary of Hecla.
On March 26, 2018, Klondex, to Canadian securities laws, filed a material change report (the “Material Change Report”) on SEDAR summarizing, among other things, the entry into, and the terms of, the Arrangement Agreement. A copy of the Material Change Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The summary of the Arrangement Agreement in the Material Change Report does not purport to be complete and is qualified in its entirety by the full text of the Arrangement Agreement, a copy of which is attached as Exhibit 2.1 to Klondex’s Current Report on Form 8-K filed on March 19, 2018.
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 the 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 exhibit is being filed herewith:
| Exhibit | Description |
| 99.1 | Material Change Report dated March 26, 2018 |
KLONDEX MINES LTD ExhibitEX-99.1 2 exhibit99-1.htm MATERIAL CHANGE REPORT DATED MARCH 26,…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.