Revett has reported a Rock Creek inferred resource of 229 million
ounces of silver and 2.0 billion pounds of copper.¹ Permitting underway.
COEUR D’ALENE, Idaho--(BUSINESS WIRE)--
Hecla Mining Company (NYSE:HL)
(Hecla) and Revett Mining Company, Inc. (NYSE MKT:RVM) (TSX:RVM)
(Revett) today announced that they have entered into a merger agreement
pursuant to which Hecla will acquire Revett. In the proposed merger,
each outstanding common share of Revett will be exchanged for 0.1622 of
a common share of Hecla. Based on Hecla’s closing price of $3.23 on
March 25, 2015 (the day prior to signing of the agreement), this
represents a 32% premium to Revett’s 20-day VWAP (volume weighted
average price) through March 25, 2015. The parties currently expect the
transaction to close late in the second quarter, 2015. The transaction
is subject to approval by Revett shareholders and to the satisfaction of
other closing conditions contained in the merger agreement.
Following closing of the merger, Hecla intends to continue to advance
permitting of the Rock Creek project. Located in Northwest Montana, Rock
Creek is considered one of the largest undeveloped silver and copper
deposits in North America. Revett has reported inferred resources of 229
million ounces of silver and 2.0 billion pounds of copper. The project
is approximately 50 miles north of Hecla’s Lucky Friday Mine in Idaho. A
Supplemental Environmental Impact Statement (SEIS) is in process and the
U.S. Forest Service schedule indicates that the SEIS will be issued
later this year for public comment.
“We are acquiring Revett with an eye to the future, as Rock Creek is a
world-class silver-copper deposit that we see becoming another Greens
Creek,” said Phillips S. Baker, Jr., Hecla’s President and CEO. “Our
experience of Greens Creek operating in a National Monument in Alaska
since 1997 will be invaluable as we take a patient and persistent
approach to permitting and then responsibly operating the Rock Creek
Mine. Combining this operational expertise with our financial strength,
and an unwavering commitment to safety and building strong community
relationships, gives us confidence that we are well-positioned to move
Rock Creek forward, to the benefit of all stakeholders.”
John Shanahan, Revett’s President and CEO, commented: “Current market
conditions do not allow us to maintain the Troy Mine on care and
maintenance and pursue our objective of developing Rock Creek. We share
similar core values with Hecla and see them as the company with the
financial and technical capabilities to develop the potentially
world-class Rock Creek deposit in an efficient and responsible manner.
We believe our shareholders, along with the communities of northwest
Montana who have been so supportive in our endeavors, will benefit
greatly from this merger.”
Following the merger, Hecla expects to close and reclaim the Troy Mine
and associated facilities. The mine was placed on care and maintenance
in January 2015 by Revett. The companies believe that the cost of
reclamation at Troy will be borne by the current insurance-backed
reclamation policy that was established by Revett for that purpose.
Roman Friedrich & Company LLC is acting as financial advisor to Revett
on this transaction and rendered a fairness opinion to Revett’s Board of
Directors in connection with the transaction.
About Hecla
Hecla Mining Company (NYSE:HL) is a leading low-cost U.S. silver
producer with operating mines in Alaska and Idaho, and is a growing gold
producer with an operating mine in Quebec, Canada. The Company also has
exploration and pre-development properties in five world-class silver
and gold mining districts in the U.S., Canada, and Mexico, and an
exploration office and investments in early-stage silver exploration
projects in Canada.
Hecla will file with the SEC a registration statement on Form S-4 (or
amendment thereto) that will include the Proxy Statement of Revett that
also constitutes a prospectus of Hecla. Hecla and Revett plan to mail
the Proxy Statement/Prospectus to Revett’s shareholders in connection
with the transaction. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT HECLA, REVETT, THE TRANSACTION
AND RELATED MATTERS. Investors and shareholders will be able to obtain
free copies of the Proxy Statement/Prospectus and other documents filed
with the SEC by Hecla and Revett through the website maintained by the
SEC at www.sec.gov.
In addition, investors and shareholders will be able to obtain free
copies of the Proxy Statement/Prospectus and other documents filed by
Hecla with the SEC by contacting Hecla’s Investor Relations department
at Hecla Mining Company; Investor Relations; 1-800-HECLA91
(1-800-432-5291); hmc-info@hecla-mining.com,
and will be able to obtain free copies of the Proxy Statement/Prospectus
and other documents filed by Revett by contacting Revett Investor
Relations at 509-921-2294 or by calling 1-866-921-2294.
Hecla and Revett and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the
shareholders of Revett in respect of the transaction described in the
Proxy Statement/Prospectus. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the solicitation
of the shareholders of Revett in connection with the proposed
transaction, including a description of their direct or indirect
interests, by security holdings or otherwise, will be set forth in the
Proxy Statement/Prospectus when it is filed with the SEC. Information
regarding Hecla’s directors and executive officers is contained in
Hecla’s Annual Report on Form 10-K for the year ended December 31, 2014,
and its Proxy Statement on Schedule 14A, dated April 8, 2014, which are
filed with the SEC. Information regarding Revett’s directors and
executive officers is contained in Revett’s Annual Report on Form 10-K
for the year ended December 31, 2013, and its Proxy Statement on
Schedule 14A, dated May 6, 2014, which are filed with the SEC.
Cautionary Note Regarding Forward-Looking Statements
Statements made or information provided in this news release that are
not historical facts, such as anticipated production, sales of assets,
exploration results and plans, costs, and prices or sales performance
are “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995 and “forward-looking
information” within the meaning of Canadian securities laws. Words such
as “may,” “will,” “should,” “expects,” “intends,” “projects,”
“believes,” “estimates,” “targets,” “anticipates” and similar
expressions are used to identify these forward-looking statements.
Forward-looking statements involve a number of risks and uncertainties
that could cause actual results to differ materially from those
projected, anticipated, expected or implied. These risks and
uncertainties include, but are not limited to, risks associated with
completion of the merger, the risk that expected synergies or cost
savings resulting from the merger might not be achieved, the risk that
the permitting process for the Rock Creek Mine could be more difficult
than anticipated, the risk that Troy Mine reclamation costs could
substantially exceed current estimates, metals price volatility,
volatility of metals production and costs, litigation, regulatory and
environmental risks, operating risks, project development risks,
political risks, labor issues, ability to raise financing and
exploration risks and results. Refer to Hecla’s and Revett’s Form 10-K
and 10-Q reports for a more detailed discussion of factors that may
impact expected future results. Hecla and Revett undertake no obligation
and have no intention of updating forward-looking statements other than
as may be required by law.
Cautionary Statements to Investors on Reserves and Resources
Reporting requirements in the United States for disclosure of mineral
properties are governed by the SEC and included in the SEC’s Securities
Act Industry Guide 7, entitled “Description of Property by Issuers
Engaged or to be Engaged in Significant Mining Operations” (Guide 7).
However, the Company is also a “reporting issuer” under Canadian
securities laws, which require estimates of mineral resources and
reserves to be prepared in accordance with Canadian National Instrument
43-101 (NI 43-101). NI 43-101 requires all disclosure of estimates of
potential mineral resources and reserves to be disclosed in accordance
with its requirements. Such Canadian information is being included here
to satisfy the Company’s “public disclosure” obligations under
Regulation FD of the SEC and to provide U.S. holders with ready access
to information publicly available in Canada.
Reporting requirements in the United States for disclosure of mineral
properties under Guide 7 and the requirements in Canada under NI 43-101
standards are substantially different. This document contains a summary
of certain estimates of Revett, not only of proven and probable reserves
within the meaning of Guide 7, which requires the preparation of a
“final” or “bankable” feasibility study demonstrating the economic
feasibility of mining and processing the mineralization using the
three-year historical average price for any reserve or cash flow
analysis to designate reserves and that the primary environmental
analysis or report be filed with the appropriate governmental authority,
but also of mineral resource and mineral reserve estimates estimated in
accordance with the definitional standards of the Canadian Institute of
Mining, Metallurgy and Petroleum referred to in NI 43-101. The terms
“indicated resources,” and “inferred resources” are Canadian mining
terms as defined in accordance with NI 43-101. These terms are not
defined under Guide 7 and are not normally permitted to be used in
reports and registration statements filed with the SEC in the United
States, except where required to be disclosed by foreign law. The term
“resource” does not equate to the term “reserve.” Under Guide 7, the
material described herein as “indicated resources” and “measured
resources” would be characterized as “mineralized material” and is
permitted to be disclosed in tonnage and grade only, not ounces. The
category of “inferred resources” is not recognized by Guide 7. Investors
are cautioned not to assume that any part or all of the mineral deposits
in such categories will ever be converted into proven or probable
reserves. “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 such a
“resource” will ever be upgraded to a higher category or will ever be
economically extracted. Investors are cautioned not to assume that all
or any part of a “resource” exists or is economically or legally
mineable. Investors are also especially cautioned that the mere fact
that such resources may be referred to in ounces of silver and/or gold,
rather than in tons of mineralization and grades of silver and/or gold
estimated per ton, is not an indication that such material will ever
result in mined ore which is processed into commercial silver or gold.
(1) Refer to cautionary note on reserves and resources.
Hecla Mining Company
Mike Westerlund, 604-694-7729
hmc-info@hecla-mining.com
Vice
President, Investor Relations
Source: Hecla Mining Company