VANCOUVER, BC, Aug. 30,
2022 /PRNewswire/ - Alexco Resource Corp.
(NYSE American: AXU) (TSX: AXU) ("Alexco" or the
"Company") announced today that the Company's
Securityholders (as defined below) approved the previously
announced acquisition of Alexco by 1080980
B.C. Ltd. ("108"), a subsidiary of Hecla Mining
Company (NYSE: HL) ("Hecla") by way of a plan of arrangement
(the "Arrangement") at a special meeting of Securityholders
held earlier today (the "Meeting").
The special resolution approving the Arrangement was approved by
(i) 92.04% of the votes cast by Alexco's shareholders (the
"Alexco Shareholders") present or represented by proxy at
the Meeting; (ii) 92.92% of the votes cast by Alexco Shareholders,
optionholders, restricted share unit holders and deferred share
unit holders of Alexco (collectively, "Securityholders"),
voting as a single class, present or represented by proxy at the
Meeting; and (iii) 91.50% of votes cast by Alexco Shareholders
other than votes attached to Alexco shares required to be excluded
pursuant to Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions.
Under the terms of the Arrangement, Alexco Shareholders will
receive 0.116 common shares in the capital of Hecla for each Alexco share held (the
"Consideration"). Information regarding the procedure for
exchange of shares for Consideration is provided in the Company's
management information circular dated July
28, 2022, related to the Meeting (the "Circular").
The Circular and accompanying letter of transmittal (the "Letter
of Transmittal") are available on SEDAR under the Company's
profile on SEDAR at www.sedar.com and on the Company's website at
https://alexcoresource.com/investors/special-meeting-of-shareholders/.
If you are a holder of Alexco restricted share units, you will need
to wait to submit your Letter of Transmittal until you have
received details from the Company following the effective date of
the Arrangement regarding your shares of Alexco.
The Arrangement remains subject to approval of the Supreme Court
of British Columbia (the
"Court") and the satisfaction or waiver of other customary
conditions. On July 27, 2022, the
Commissioner of Competition issued an advance ruling certificate.
The Court hearing for the final order to approve the Arrangement is
currently scheduled to take place on September 1, 2022 and closing of the Arrangement
is expected to close on September 7,
2022. Following completion of the Arrangement, Alexco's
shares are expected to be delisted from the Toronto Stock Exchange
and NYSE American. An application is also expected to be made for
the Company to cease to be a reporting issuer in the applicable
jurisdictions upon closing of the Arrangement.
Additional information regarding the terms of the Arrangement is
set out in the Circular which is available under Alexco's profile
at www.sedar.com.
About Alexco
Alexco is a Canadian primary silver company that owns and
operates the majority of the historic Keno Hill Silver District in
Canada's Yukon Territory, one of the highest-grade
silver mines in the world.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements, which
relate to future events or future performance. All statements,
other than statements of historical fact, included herein are
forward-looking statements. Forward-looking statements herein
include, without limitation, statements with respect to the
consummation and timing of the Arrangement; the satisfaction or
waiver of the conditions precedent to the transaction; the
Consideration to be received by Alexco Shareholders; the expected
benefits of the Arrangement; the timing, receipt and anticipated
approval of the Court, and of any other regulatory consents and
approvals; the delisting of the Alexco shares; and the intention
that Alexco will cease to be a reporting issuer. Such
forward-looking statements reflect management's current beliefs and
are based on assumptions made by and information currently
available to the Company, including assumptions as to the ability
of Alexco and Hecla to receive, in
a timely manner and on satisfactory terms, the necessary
regulatory, Court and other third party approvals; the satisfaction
or waiver of the conditions to closing of the Arrangement in a
timely manner and completion of the Arrangement on the expected
terms; the expected adherence to the terms of the arrangement
agreement, as assigned and amended (the "Arrangement Agreement")
and agreements related thereto; the adequacy of our and
Hecla's financial resources;
favourable equity and debt capital markets; and stability in
financial capital markets. By their nature, forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause our actual results, performance or
achievements, or other future events, to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements. These risks,
uncertainties and other factors include, among others: the risk
that the Arrangement may not close when planned or at all or on the
terms and conditions set forth in the Arrangement Agreement; the
failure of the Company and Hecla
to obtain the necessary regulatory, Court, and other third-party
approvals, or to otherwise satisfy the conditions to the completion
of the Arrangement, in a timely manner, or at all, may result in
the Arrangement not being completed on the proposed terms, or at
all; changes in laws, regulations and government practices; if a
third party makes a Superior Proposal (as defined in the
Arrangement Agreement), the Arrangement may not be completed and
the Company may be required to pay the Termination Fee (as defined
in the Arrangement Agreement); if the Arrangement is not completed,
and the Company continues as an independent entity, there are risks
that the announcement of the Arrangement and the dedication of
substantial resources of the Company to the completion of the
Arrangement could have an impact on the Company's current business
relationships and could have a material adverse effect on the
current and future operations, financial condition and prospects of
the Company; future prices of silver, gold, lead, zinc and other
commodities; market competition; and the geopolitical, economic,
permitting legal climate that Alexco and Hecla operate in; and the additional risks and
uncertainties identified in Alexco's filings with Canadian
securities regulators on SEDAR in Canada (available at www.sedar.com) and with
the SEC on EDGAR (available at www.sec.gov/edgar.shtml). These
forward-looking statements are made as of the date hereof and,
except as required under applicable securities legislation, the
Company does not assume any obligation to update or revise them to
reflect new events or circumstances.
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SOURCE Alexco Resource Corp.