HECLA MINING CO/DE/: Completion of Acquisition or Disposal of Assets, Unrecorded Sale of Equity Securities, Other Events, Financial Statements and Exhibits (Form 8-K)


Section 2.01. Realization of the acquisition or disposal of assets

On September 7, 2022, Hecla Mining Company (the “Company” or “Hecla”) and our wholly-owned subsidiary, 1080980 BC Ltd. (“1080980”) completed the acquisition of Alexco Resource Corp. (“Alexco”) pursuant to the terms of the July 4, 2022
Arrangement Agreement between the parties, as amended (the “Alexco Agreement”). Pursuant to the agreement with Alexco, 1080980 acquired all of the outstanding common shares of Alexco not owned by the Company or 1080980 for 17,992,875 common shares of Hecla, for aggregate consideration of approximately
$68,912,711 (“Purchase Price”) based on a stock exchange ratio of 0.116 of one Hecla common share for each Alexco common share. The Alexco Agreement, filed as Exhibit 2.1 to our current report on Form 8-K filed on July 5, 2022as amended by the Assignment and Amendment Agreement dated July 25, 2022 and filed as Exhibit 10.2 to our quarterly report on Form 10-Q for the quarter ended June 30, 2022are incorporated herein by reference.

Concurrent with entering into the Alexco Agreement, Hecla entered into a Stream Termination Agreement (the “WPM Agreement”) with Wheaton Precious Metals Corp. (“WPM”). Under the WPM Agreement, Hecla issued 34,800,989 common shares valued at US $135 million based on Hecla’s 5-day volume-weighted average price for the period ending the first day before Alexco’s closing in exchange for terminating WPM’s silver broadcast interest in Alexco Keno Hill silver mine located in the Yukon Territory, Canada.

The Alexco Agreement and Assignment and Modification Agreement have been incorporated by reference herein to provide you with information regarding their terms. It is not intended to provide other factual information about us. This information may be found elsewhere in other public documents that we have filed with the Security and Exchange Commission (“SEC”), which are available free of charge at www.sec.gov.

The Alexco Agreement, Assignment and Modification Agreement, and WPM Agreement contain representations and warranties made by the Company, 1080980, Alexco, and WPM. The assertions contained in these representations and warranties are qualified by information contained in a confidential disclosure letter that Alexco exchanged in connection with the signing of the Alexco Agreement. Although the Company does not believe that it contains information that securities laws require us to publicly disclose other than information that has already been so disclosed, the disclosure letter contains 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 a characterization of the true state of facts since they are materially modified by the Disclosure Letter. In addition, information regarding the subject matter of representations and warranties may have changed since the date of the Alexco Agreement, which subsequent information may or may not be fully reflected in public disclosures.

Section 3.02. Unrecorded sales of Equity securities

As previously reported in our current report on Form 8-K filed on July 5, 2022, pursuant to the terms of the Alexco agreement, the purchase price for the outstanding common stock of Alexco was to be paid using common stock of Hecla. At closing, we issued 17,992,875 common shares to Alexco stockholders pursuant to an exemption from registration under Section 3(a)(10) of the Securities Act of 1933.


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As previously reported in our current report on Form 8-K filed on July 5, 2022pursuant to the terms of the WPM Agreement, the September 7, 2022 the Company has issued 34,800,989 shares of its common stock to WPM, which are restricted for a minimum of 6 months from the date of issue.

Item 8.01. Other events

On September 7, 2022the Company issued a press release announcing the closing of the acquisition of Alexco and the WPM agreement, effective September 7, 2022. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial statements and supporting documents

(d) Exhibits

  2.1(a)   Arrangement Agreement dated as of July 4, 2022, by and among Hecla
         Mining Company, Hecla Canada Ltd., 1080980 B.C. Ltd. and Alexco Resource
         Corp. filed as exhibit 2.1 to our Current Report on Form 8-K filed on
         July 5, 2022 (File No. 1-8491) and incorporated herein by reference.

  2.1(b)   Assignment and Amendment Agreement dated as of July 25, 2022, among
         Hecla Mining Company, Alexco Resource Corp., and 1080980 B.C. Ltd. Filed
         as exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter
         ended June 30, 2022 (File No. 1-8491) and incorporated herein by

  99.1   News Release dated September 7, 2022. *

  104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


*     Filed herewith.


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