| Item 2.01. | Completion of Acquisition or Disposition of Assets |
On July 7, 2023, Hecla Mining Company (the “Company” or “Hecla”) completed the acquisition of ATAC Resources Ltd. (“ATAC”) pursuant to the terms of the April 5, 2023 Arrangement Agreement (“Agreement”). Under the terms of the Agreement, Hecla’s subsidiary acquired all the outstanding common shares of ATAC for total consideration of approximately US$18.7 million in the form of 3,676,904 shares of Hecla common stock issued to ATAC shareholders based on the share exchange ratio of 0.0166 of Hecla share for each ATAC common share. As part of the acquisition, Hecla acquired 5,502,956 units consisting of (i) shares of Cascadia Minerals Ltd. representing a 19.9% stake, and (ii) full warrants with a five-year term for a C$2 million cash investment. The Agreement, filed as exhibit 2.1 to Hecla’s Current Report on Form 8-K filed on April 6, 2023, is incorporated herein by reference.
The Agreement has been incorporated by reference herein to provide you with information regarding its terms. It is not intended to provide any other factual information about Hecla. Such information can be found elsewhere in other public filings we have made with the Securities and Exchange Commission, which are available without charge at www.sec.gov.
The Agreement contains representations and warranties the Company and ATAC made. The assertions embodied in those representations and warranties are qualified by information in a confidential disclosure letter that ATAC has exchanged in connection with signing the Agreement. While the Company does not believe that it contains information securities laws require us to publicly disclose other than information that has already been so disclosed, the disclosure letter does contain 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 characterizations of the actual state of facts since they are modified in important part by the disclosure letter. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the Agreement, which subsequent information may or may not be fully reflected in public disclosures.
| Item 3.02. | Unregistered Sales of Equity Securities |
As previously disclosed in Hecla’s Current Report on Form 8-K filed on April 6, 2023, pursuant to the terms of the Agreement, the purchase price for the outstanding common shares of ATAC was paid using shares of Hecla common stock. At closing, Hecla issued 3,676,904 shares of our common stock to ATAC shareholders, pursuant to an exemption from registration under Section 3(a)(10) of the Securities Act of 1933.
On July 10, 2023, the Company issued a press release announcing the closing of the ATAC acquisition, effective July 7, 2023. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
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