UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
[X] Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
or
[ ] Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended _______________ Commission File Number _______________
KLONDEX MINES LTD.
(Exact name of registrant as specified in its charter)
British Columbia | 1040 | Not Applicable |
(Province or Other Jurisdiction of | (Primary Standard Industrial Classification | (I.R.S. Employer |
Incorporation or Organization) | Code) | Identification No.) |
1055 West Hastings St., Suite 2200
Vancouver, BC
Canada V6E 2E9
(604) 662-3902
(Address and telephone number of registrant’s principal executive offices)
DL Services Inc.
Columbia Center, 701 Fifth Avenue, Suite 6100
Seattle, WA 98104-7043
(206) 903-8800
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class: | Name of Each Exchange On Which Registered: |
Common Shares, no par value | NYSE MKT |
Securities registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this form:
[ ] Annual Information Form | [ ] Audited Annual Financial Statements |
Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the annual report: Not Applicable
Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the "Exchange Act"). If "Yes" is marked, indicate the filing number assigned to the Registrant in connection with such Rule.
[ ] Yes [X] No
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
[ ] Yes [X] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
[ ] Yes [ ] No
FORWARD LOOKING STATEMENTS
This Registration Statement, including the Exhibits incorporated by reference into this Registration Statement, contain forward-looking statements concerning anticipated developments in the operations of Klondex Mines Ltd. (the “Registrant”) in future periods, perceived merit of properties, exploration results and budgets, mineral reserves and resource estimates, development and operational activities, work programs, capital expenditures, operating costs, cash flow estimates, production and cost estimates and similar statements relating to the economic viability of a project, timelines, strategic plans, completion of transactions, market prices for precious metals, compliance with environmental, safety, and regulatory requirements, ability to obtain regulatory approvals and permits, or other statements that are not statements of fact. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Forward-looking statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,” “intends,” “estimates,” “plans,” “potential,” “possible,” “projects” and similar expressions, or statements that events, conditions or results “will,” “may,” “could” or “should” occur or be achieved. Information concerning the interpretation of drill results and mineral resource estimates also may be deemed to be forward-looking statements, as such information constitutes a prediction of what mineralization might be found to be present if and when a project is actually developed. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Registrant or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those described in the Annual Information Form filed as Exhibit 99.1 to this Registration Statement.
The Registrant’s forward-looking statements contained in the Exhibits incorporated by reference into this Registration Statement are made as of the respective dates set forth in such Exhibits. Such forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements were made. In preparing this Registration Statement, the Registrant has not updated such forward-looking statements to reflect any change in circumstances or in management’s beliefs, expectations or opinions that may have occurred prior to the date hereof. Nor does the Registrant assume any obligation to update such forward-looking statements in the future. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES
The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its consolidated financial statements, which are filed with this report on Form 40-F in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and the audit is subject to Canadian auditing and auditor independence standards.
RESOURCE AND RESERVE ESTIMATES
The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) CIM Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as may be amended from time to time by the CIM. These definitions differ from the definitions in the United States Securities and Exchange Commission (“SEC”) Industry Guide 7 under the Unites States Securities Act of 1933, as amended. The definitions of proven and probable reserves used in NI 43-101 differ from the definitions in SEC Industry Guide 7. Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.
In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and normally are not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases.
Accordingly, information contained or incorporated by reference in this Registration Statement containing descriptions of our mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
DOCUMENTS FILED PURSUANT TO GENERAL INSTRUCTIONS
In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibit 99.1 through Exhibit 99.133, as set forth in the Exhibit Index attached hereto.
In accordance with General Instruction C.(2) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.2 and Exhibits 99.3, the Annual Audited Consolidated Financial Statements of the Registrant for the years ended December 31, 2014 and 2013 and the Registrant’s management’s discussion and analysis for the year ended December 31, 2014, and Exhibits 99.6 and 99.7, the Annual Audited Consolidated Financial Statements of the Registrant for the years ended December 31, 2013 and 2012 and the Registrant’s management’s discussion and analysis for the year ended December 31, 2013, as set forth in the Exhibit Index attached hereto.
In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed written consents of certain experts named in the foregoing Exhibits as Exhibit 99.134 through Exhibit 99.142, inclusive, as set forth in the Exhibit Index attached hereto.
OFF-BALANCE SHEET ARRANGEMENTS
The Registrant does not have any off-balance sheet arrangements.
CURRENCY
Unless otherwise indicated, all dollar amounts in this Registration Statement on Form 40-F are in Canadian dollars. The exchange rate of Canadian dollars into United States dollars, on December 31, 2014, based upon the noon rate of exchange as quoted by the Bank of Canada was U.S.$1.00 = Cdn.$1.1601 or Cdn.$1.00 = U.S.$0.8620.
CONTRACTUAL OBLIGATIONS
The following table lists as of December 31, 2014 information with respect to the Registrant’s known contractual obligations:
(payments by period in thousands of Canadian dollars) | |||||||||||||||
Contractual Obligations | Total | Less than 1 year | 1 – 3 years | 3 – 5 years | More than 5 years | ||||||||||
Other Long-Term Liabilities | |||||||||||||||
Gold purchase agreement | $ | 48,485 | $ | 11,273 | $ | 24,510 | $ | 12,702 | $ | - | |||||
Decommissioning provision | 21,442 | - | - | - | 21,442 | ||||||||||
Long-term debt obligations | |||||||||||||||
Debt | 25,000 | 4,000 | 21,000 | - | - | ||||||||||
Total | $ | 94,927 | $ | 15,273 | $ | 45,510 | $ | 12,702 | $ | 21,442 |
UNDERTAKINGS
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
Concurrently with the filing of the Registration Statement on Form 40-F, the Registrant will file with the Commission a written irrevocable consent and power of attorney on Form F-X. Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.
KLONDEX MINES LTD. | ||
By: | /s/ Barry Dahl | |
Name: Barry Dahl | ||
Title: Chief Financial Officer |
Date: September 21, 2015
EXHIBIT INDEX
The following documents are being filed with the Commission as exhibits to this Registration Statement on Form 40-F.
Exhibit | Description |
99.88 | |
99.89 | |
99.90 | |
99.91 | |
99.92 | |
99.93 | |
99.94 | |
99.95 | |
99.96 | |
99.97 | |
99.98 | |
99.99 | |
99.100 | |
99.101 | |
99.102 | |
99.103 | |
99.104 | |
99.105 | |
99.106 | |
99.107 | |
99.108 | |
99.109 | |
99.110 | |
99.111 | |
99.112 | |
99.113 | |
99.114 | |
Other | |
99.115 | |
99.116 | |
99.117 | |
99.118* | Alternative Monthly Report dated February 10, 2015 |
99.119* | Alternative Monthly Report dated December 10, 2014 |
99.120* | Technical Report titled “Technical Report for the Midas Mine and Mill, Elko County, Nevada,” dated November 14, 2014, effective August 31, 2014 |
Exhibit | Description |
99.121* | Alternative Monthly Report dated August 8, 2014 |
99.122* | Technical Report titled “Preliminary Economic Assessment of the Fire Creek Project, Lander County, Nevada, Amended,” dated July 24, 2014, effective January 31, 2014 |
99.123* | Technical Report titled “Technical Report for the Midas Mine and Mill, Elko County, Nevada, Amended,” dated July 24, 2014, effective January 31, 2014 |
99.124* | Technical Report titled “Preliminary Economic Assessment of the Fire Creek Project, Lander County, Nevada,” dated June 13, 2014, effective January 31, 2014 |
99.125* | Business Acquisition Report dated May 12, 2014 |
99.126* | Alternative Monthly Report dated April 10, 2014 |
99.127* | Senior Secured Facility Agreement between the Registrant and certain lenders dated February 11, 2014 (filed on SEDAR on April 4, 2014) |
99.128* | Technical Report titled “Technical Report for the Midas Mine and Mill, Elko County, Nevada,” dated March 31, 2014, effective January 31, 2014 |
99.129* | Gold Purchase Agreement between the Registrant and Franco-Nevada GLW Holdings Corp., dated February 11, 2014 (filed on SEDAR on February 21, 2014) |
99.130* | Alternative Monthly Report dated February 10, 2014 |
99.131* | Letter from Successor Auditor, PricewaterhouseCoopers LLP, dated January 24, 2014 (filed on SEDAR on February 4, 2014) |
99.132* | Letter from Former Auditor, Crowe MacKay LLP, dated January 24, 2014 (filed on SEDAR on February 4, 2014) |
99.133* | Notice of Change of Auditor dated January 9, 2014 (filed on SEDAR on February 4, 2014) |
Consents | |
99.134 | |
99.135 | |
99.136 | |
99.137 | |
99.138 | |
99.139 | |
99.140 | |
99.141 | |
99.142 |
_________________________________
* To be filed by amendment.