Current Report Filing (8-k)
July 25 2018 - 6:04AM
Edgar (US Regulatory)
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, 2018
KLONDEX MINES UNLIMITED LIABILITY COMPANY
(Exact name of registrant as specified in its charter)
British Columbia
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001-37563
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98-1153397
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(State or other jurisdiction of
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incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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6110 Plumas Street Suite A
Reno, Nevada 89519
(Address of Principal Executive Offices)
(775) 284-5757
(Registrant's telephone number,
including area code)
KLONDEX MINES LTD.
(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 (See General Instructions A.2 below):
[ ] 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)
[ ]
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))
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 [ X ]
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 20, 2018, Hecla Mining Company (Hecla) completed the
acquisition of Klondex Mines Ltd. (the Company) under a statutory plan of
arrangement under Section 288 of the
Business Corporations Act
(British
Columbia) (the Plan of Arrangement) and pursuant to the previously-announced
arrangement agreement dated March 16, 2018, by and among the Company, Hecla and
1156291 B.C. Unlimited Liability Company, a wholly-owned subsidiary of Hecla (as
subsequently amended, the Arrangement Agreement) (the transaction hereinafter
referred to as the Arrangement).
As a result of the Arrangement, (i) Hecla acquired all of the
issued and outstanding shares of the Company (Klondex Shares) for
approximately $153,205,757 and 75,276,176 shares of Heclas common stock (Hecla
Shares), and (ii) the Companys name was changed from Klondex Mines Ltd. to
Klondex Mining Unlimited Liability Company and the Company became a wholly owned
subsidiary of Hecla.
Klondex shareholders who elected to receive share consideration
will receive, for each Klondex Share, 0.6272 of a Hecla Share. Klondex
shareholders who elected to receive combined cash and share consideration or who
failed to file an election on a timely basis will receive, for each Klondex
Share, the combination consideration of $0.8411 in cash and 0.4136 of a Hecla
Share. Klondex shareholders who elected to receive cash consideration were
subject to proration and will receive, for each Klondex Share, $0.8867 in cash
and 0.4020 of a Hecla Share. Additionally, as part of the consideration, each
Klondex shareholder will receive 0.125 of a common share of Havilah Mining
Corporation, a company formed in connection with the Arrangement for purposes of
spinning out Klondexs Canadian assets.
The foregoing description of the Arrangement and the
Arrangement Agreement, does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the Arrangement Agreement and the
amendments thereto, copies of which were filed, in each case, as Exhibit 2.1, to
the Companys Current Reports on Form 8-K filed with the SEC on March 19, 2018,
June 5, 2018 and July 9, 2018. The aforementioned documents are filed as
Exhibits 2.1, 2.2 and 2.3 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.
The disclosure set forth in Item 2.01 is incorporated into this
Item 3.01 by reference.
The Company notified the NYSE American LLC (the "NYSE
American") of the consummation of the Arrangement and conversion of the Klondex
Shares. At the request of the Company, the NYSE American filed a notification of
removal from listing and/or registration under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the Exchange Act) on Form 25 on July 23,
2018. The Companys common shares ceased being traded prior to the opening of
the market on July 23, 2018 and will no longer be listed on the NYSE American.
The Company intends to file a Form 15 with the SEC to suspend its reporting
obligations under Section 15(d) of the Exchange Act and terminate its
registration under Section 12(g) of the Exchange Act.
Item 3.03 Material Modification to Rights of Security
Holders.
The information set forth under Item 2.01 is incorporated into
this Item 3.03 by reference.
At the effective time of the Arrangement (the Effective
Time), each Klondex Share issued and immediately outstanding immediately prior
to the Effective Time was converted into the right to receive the Arrangement
consideration.
Item 5.01 Changes in Control of Registrant.
The information set forth in Item 2.01 is incorporated into
this Item 5.01 by reference.
As a result of the consummation of the Arrangement, at the
Effective Time, the Company became a wholly-owned subsidiary of Hecla.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
In connection with, and pursuant to the terms of, the
Arrangement, all of the incumbent members of the board of directors of Klondex
(the Board) resigned from the Board, effective as of the Effective Time.
Additionally, each of Paul Huet, the Companys President and Chief Executive
Officer, Barry Dahl, the Companys Chief Financial Officer, Mike Doolin, the
Companys Chief Operating Officer, Brian Morris, the Companys
Senior Vice President, Exploration, and John Antwi, the Companys Senior Vice
President, Corporate Development and Planning, resigned from their respective
positions, effective as of the Effective Time.
Item 7.01 Regulation FD Disclosure.
On July 23, 2018, Klondex and Hecla issued a press release
announcing completion of the Arrangement and discussing other matters in
connection therewith. A copy of the press release is furnished hereto as Exhibit
99.1.
In accordance with General Instruction B.2 of Form 8-K, the
information in the press release attached as Exhibit 99.1 hereto shall not be
deemed to be "filed" for purposes of Section 18 of the Exchange Act, nor shall
such information be deemed incorporated by reference in any filing 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.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K
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. 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 managements 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.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith or
incorporated herein by reference:
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.
Date: July 24, 2018
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KLONDEX MINES UNLIMITED LIABILITY COMPANY
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By:
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/s/
Lawrence P. Radford
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Name:
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Lawrence P. Radford
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Title:
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President
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Klondex Mines Ltd. (AMEX:KLDX)
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