SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
|
Filed by the Registrant
|
[X]
|
|
|
|
|
Filed by a Party other than the Registrant
|
[ ]
|
Check the appropriate box:
|
[ ]
|
Preliminary Proxy Statement
|
|
[ ]
|
Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
|
|
[ ]
|
Definitive Proxy Statement
|
|
[X]
|
Definitive Additional Materials
|
|
[ ]
|
Soliciting Materials under § 240.14a-12
|
Klondex Mines Ltd.
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|
[X]
|
No fee required.
|
|
[ ]
|
Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
|
|
|
(1)
|
Title of each class of securities to which transaction applies:
|
|
|
|
|
|
|
(2)
|
Aggregate number of securities to which transaction
applies:
|
|
|
|
|
|
|
(3)
|
Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
|
|
|
|
|
|
|
(4)
|
Proposed maximum aggregate value of
transaction:
|
|
|
|
|
|
|
(5)
|
Total fee paid:
|
|
|
|
|
|
[ ]
|
Fee paid previously with preliminary materials.
|
|
|
|
|
[ ]
|
Check the box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing.
|
|
|
(1)
|
Amount Previously Paid:
|
|
|
|
|
|
|
(2)
|
Form, Schedule or Registration Statement
No.:
|
|
|
|
|
|
|
(3)
|
Filing Party:
|
|
|
|
|
|
|
(4)
|
Date Filed:
|
|
|
|
|
EXPLANATORY NOTE
Klondex Mines Ltd. (“Klondex” or the “Company”) is providing
additional information regarding the Company’s definitive proxy statement for
its annual and special meeting of securityholders to be held on July 12, 2018,
which was filed with the Securities and Exchange Commission on June 12, 2018
(the “Proxy Statement”). The information set forth below supplements the
information contained in the Proxy Statement and should be read in conjunction
with the Proxy Statement. Enclosed are (i) an election form for options and
restricted share units of Klondex, and (ii) a letter of transmittal and election
form for common shares of Klondex (collectively, the “Documents”). The Documents
are also available on SEDAR.
2
The instructions accompanying this Election Form should be
read carefully before this Election Form is completed or submitted to the
Depositary. If you have any questions or require more information with regard to
the procedures for completing this Election Form, please contact the Depositary
or your professional advisor.
ELECTION FORM
FOR OPTIONS AND RESTRICTED SHARE
UNITS OF
KLONDEX MINES LTD.
|
TO:
|
COMPUTERSHARE INVESTOR
SERVICES INC. (the “Depositary”)
|
|
AND TO:
|
KLONDEX MINES LTD. (the
“Company”)
|
|
AND TO:
|
HECLA MINING COMPANY
(“Hecla”)
|
|
AND TO:
|
HAVILAH MINING CORPORATION
(“Havilah”)
|
This Election Form is for use by holders of options to acquire
common shares of the Company (“
Options
”) and restricted share units
(other than restricted share units that are “performance restricted share
units”) (“
RSUs
”) issued by the Company pursuant to the Company’s Share
Incentive Plan dated for reference May 9, 2013 and the Company’s Share Option
and Restricted Share Unit Plan effective May 13, 2016 (collectively, the
“
Holders
”) in connection with the proposed plan of arrangement (the
“
Arrangement
”) described in the accompanying Notice of Annual and Special
Meeting and Management Information Circular of the Company dated June 6, 2018
(as it may be amended or supplemented, the “
Circular
”) involving the
Company, Hecla and Havilah that is being submitted for approval at the annual
and special meeting of security holders of the Company scheduled to be held on
July 12, 2018 or any adjournment(s) or postponement(s) thereof (the
“
Meeting
”). Capitalized terms used but not defined in this Election Form
have the meanings set out in the Circular. Holders are encouraged to carefully
review the Circular in its entirety.
Under the Arrangement, holders of common shares ("
Common
Shares
") of the Company, including Common Shares issued to holders of
In-the-Money Klondex Options and RSUs pursuant to the Arrangement, will be
entitled to receive, for each Common Share, consideration (the “
Arrangement
Consideration
”) consisting of (i) either cash, a portion of a common share
in the capital of Hecla (each such whole common share, a “
Hecla Share
”)
or a combination thereof (the “
Hecla Consideration
”); and (ii) 0.125 of a
common share in the capital of Havilah (each such whole common share, a
“
Havilah Share
”), all as described in greater detail in the Circular.
Holders are referred to the Circular that accompanies this Election Form.
With respect to the Hecla Consideration, Holders may elect to
receive, for each Common Share, either: (i) US$2.47 in cash (subject to
proration) (the “
Cash Consideration
”); (ii) 0.6272 of a Hecla Share
(subject to proration) (the “
Share Consideration
”); or (iii) US$0.8411 in
cash and 0.4136 of a Hecla Share (the “
Combination Consideration
”). The
Cash Consideration and Share Consideration are subject to proration, as
described in greater detail in the Circular, whereas the Combination
Consideration will not be subject to proration. In order to receive the Cash
Consideration or Share Consideration, a Holder must deliver this Election Form
to the Depositary not later than 1:00 p.m. (Pacific Daylight Time) / 4:00 p.m.
(Eastern Daylight Time) on July 10, 2018. Holders who do not elect, or who fail
to properly elect, to receive the Cash Consideration or Share Consideration will
receive the Combination Consideration.
|
ELECTION
|
|
In connection with the Arrangement being considered for
approval at the Meeting, the undersigned hereby elects to receive the
following form of Hecla Consideration (
SELECT ONE OF THE
FOLLOWING THREE OPTIONS
):
|
|
[ ]
|
The Cash Consideration, being US$2.47 in cash for each
Common Share issued to the Holder under the Arrangement (*);
|
|
OR
|
|
|
[ ]
|
The Share Consideration, being 0.6272
of a Hecla Share for each Common Share issued to the Holder under the
Arrangement (*);
|
- 1 -
|
OR
|
|
|
[ ]
|
The Combination Consideration, being 0.4136 of a Hecla
Share and US$0.8411 in cash for each Common Share issued to the Holder
under the Arrangement.
|
(*) Subject to potential proration, as described in detail in
the Circular.
IF THIS ELECTION FORM IS NOT RECEIVED BY THE DEPOSITARY BY
1:00 P.M. (PACIFIC DAYLIGHT TIME) / 4:00 P.M. (EASTERN DAYLIGHT TIME) ON JULY
10, 2018, THE HOLDER WILL BE DEEMED TO HAVE ELECTED TO RECEIVE THE COMBINATION
CONSIDERATION FOR EACH COMPANY SHARE ISSUED TO SUCH HOLDER PURSUANT TO THE
ARRANGEMENT.
If you are a U.S. person (a “U.S. Holder”), you must also
complete a U.S. Internal Revenue Services (“IRS”) Form W-9 a copy of which is
included in this Election Form (see Instruction 6 “U.S. Holders and Form
W-9”).
It is understood that (i) upon receipt by the Depositary of
this duly completed and signed Election Form and (ii) following the Effective
Date, the Depositary will deliver to the undersigned, in accordance with the
issuance and delivery instructions provided in Box A and Box B below,
certificates representing the Hecla Shares and Havilah Shares, and a cheque in
respect of any cash, that the undersigned is entitled to receive under the
Arrangement or else hold such certificates and cheque for pick-up in accordance
with the instructions set out in Box C below.
The undersigned Holder represents and warrants in favour of the
Company, Hecla and Havilah that: (i) all information inserted by the undersigned
into this Election Form is complete, true and accurate; (ii) the undersigned has
received or obtained a copy of the Circular; (iii) the delivery of the
applicable Arrangement Consideration to the Holder will discharge any and all
obligations of the Company, Hecla, Havilah and the Depositary with respect to
the matters contemplated by this Election Form and the Arrangement; and (iv)
either the Holder is not a U.S. Holder, or the Holder is a U.S. Holder and has
completed and returned to the Depositary with this Election Form a Form W-9 (see
Item 6 under “Instructions”). These representations and warranties shall survive
the completion of the Arrangement.
Except for any proxy deposited with respect
to the vote on the Arrangement Resolution in connection with the Meeting or as
granted by this Election Form, the undersigned revokes any and all authority,
other than as granted in this Election Form, whether as agent, attorney-in-fact,
proxy or otherwise, previously conferred or agreed to be conferred by the
undersigned and no subsequent authority, whether as agent, attorney-in-fact,
proxy or otherwise, will be granted with respect to the Options or RSUs held by
the Holder.
Each authority conferred or agreed to be conferred by the
undersigned in this Election Form shall survive the death or incapacity of the
undersigned, and any obligation of the undersigned hereunder shall be binding
upon the heirs, personal representatives, legal representatives, successors and
assigns of the undersigned.
The undersigned instructs the Depositary to mail the
certificate(s) and/or cash representing the Arrangement Consideration that the
undersigned is entitled to pursuant to the Arrangement promptly after the
Effective Time by first class insured mail, postage pre-paid to the undersigned,
or to hold any such certificate(s) and/or cash representing such Arrangement
Consideration for pick-up, in accordance with the instructions given below. The
undersigned acknowledges that the delivery of the Arrangement Consideration will
completely discharge any obligations of the Company, Hecla, Havilah and the
Depositary with respect to the matters contemplated by this Election Form.
It is understood that the undersigned will not receive the
Arrangement Consideration in respect of In-the-Money Klondex Options or RSUs
until the Arrangement is consummated.
- 2 -
By reason of the use by the undersigned of this Election Form,
the undersigned and each of you shall be deemed to have required that any
contract pursuant to the Arrangement through this Election Form, as well as all
documents related thereto, be drawn exclusively in the English language.
En
raison de
l’utilisation de la présente lettre d’envoi en langue
anglaise par le soussigné, le soussigné et les destinataires sont présumés avoir
requis que tout contrat relié à l’envoi d’actions ordinaires de Klondex Mines
Ltd. en vertue de l’Arrangement au moyen de la présente lettre d’envoi, de même
que tous les documents qui s’y rapportent, soient rédigés exclusivement en
langue anglaise.
This Election Form will be governed by and construed in
accordance with the laws of the Province of British Columbia and the federal
laws of Canada applicable therein.
- 3 -
|
BOX A
|
|
BOX B
|
|
|
|
|
|
ISSUANCE INSTRUCTIONS
|
|
SPECIAL DELIVERY INSTRUCTIONS
|
|
|
|
|
|
[ ] Issue Arrangement Consideration in
the name of
|
|
To be completed ONLY if the Arrangement
Consideration to which the undersigned is entitled pursuant to the
Arrangement is to be sent to someone other than the person shown in Box A
or to an address other than the address shown in Box A
|
|
(please print or type)
|
|
|
|
|
|
(Name)
|
|
|
|
|
|
[ ] Same address as Box A;
or
|
|
|
|
|
|
(Street Address and Number)
|
|
|
|
|
|
(Name)
|
|
|
|
|
|
(City and Province or State)
|
|
|
|
|
|
(Street Address and Number)
|
|
|
|
|
|
(Country and Postal (Zip) Code)
|
|
|
|
|
|
(City and Province or State)
|
|
|
|
|
|
(Telephone – Business Hours)
|
|
|
|
|
|
(Country and Postal (Zip) Code)
|
|
|
|
|
|
(E-mail Address)
|
|
|
|
|
|
|
|
|
|
|
|
(Social Insurance Number or Taxpayer Identification Number)
|
|
|
|
|
|
|
BOX C – SPECIAL PICK-UP INSTRUCTIONS
[ ]
HOLD FOR PICK-UP AT THE OFFICE OF THE DEPOSITARY.
|
|
BOX D – DECLARATION OF TAX RESIDENCE
|
|
|
|
All Holders must place an “X” in the applicable box
below.
|
|
|
|
|
|
[ ] The Holder
is
resident in Canada for purposes of the Tax Act.
|
|
|
|
[ ] The Holder
is
not
resident in Canada for purposes of the Tax Act.
|
- 4 -
|
BOX E – SIGNATURE GUARANTEE
|
|
BOX F - SIGNATURE
|
|
|
|
|
|
Signature guaranteed by
|
|
Dated:
_______________________________________
|
|
(if required under Instruction 3)
|
|
|
|
|
|
|
|
|
|
(Signature of Shareholder or authorized
representative)
|
|
(Authorized Signature)
|
|
|
|
|
|
|
|
|
|
(Signature of any joint holder)
|
|
Name of Guarantor
(please print or type)
|
|
|
|
|
|
|
|
|
|
(Name of Shareholder)
|
|
Address
(please print or type)
|
|
|
|
|
|
|
|
|
|
(Name of authorized representative)
|
|
Area Code and Telephone Number
|
|
|
|
|
|
|
|
|
|
(Social Insurance Number or Taxpayer
Identification Number)
|
|
|
|
|
|
|
|
|
|
|
|
(Daytime Telephone Number of Shareholder
|
|
|
|
or Authorized Representative)
|
|
|
|
|
|
|
|
|
|
|
|
(Daytime Facsimile Number of Shareholder
|
|
|
|
or authorized representative)
|
|
BOX G – U.S. SHAREHOLDERS – TAX
|
|
|
|
INDICATE WHETHER OR NOT YOU ARE A U.S. HOLDER, ARE ACTING
ON BEHALF OF A U.S. HOLDER OR HAVE A U.S. ADDRESS.
|
|
|
|
[ ] The person signing this Election Form represents that
it is not a U.S. Holder, is not acting on behalf of a U.S. Holder and does
not have a U.S. address, or
|
|
|
|
[ ] The person signing this Election Form represents that
it is a U.S. Holder, is acting on behalf of a U.S. Holder or has a U.S.
address.
|
|
|
|
IF YOU ARE (I) U.S. HOLDER, (II) ARE ACTING ON BEHALF OF
A U.S. HOLDER OR (III) HAVE A U.S. ADDRESS, THEN IN ORDER TO AVOID BACK-UP
WITHHOLDING YOU MUST COMPLETE AND SUBMIT TO THE DEPOSITARY THE INTERNAL
REVENUE SERVICE ("
IRS
") FORM W-9 INCLUDED BELOW OR OTHERWISE
PROVIDE CERTIFICATION THAT YOU ARE EXEMPT FROM BACK-UP WITHHOLDING, AS
PROVIDED IN INSTRUCTION 7 BELOW. IF YOU REQUIRE AN IRS FORM W-8, PLEASE
CONTACT THE DEPOSITARY.
|
|
|
|
EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR TO
DETERMINE WHETHER SUCH HOLDER IS REQUIRED TO FURNISH AN IRS FORM W-9, IS
EXEMPT FROM BACKUP WITHHOLDING AND INFORMATION REPORTING, OR IS REQUIRED
TO FURNISH AN IRS FORM W-8 (OR OTHER APPLICABLE FORM).
|
|
|
- 5 -
- 6 -
INSTRUCTIONS
|
1.
|
Use of Election Form
|
|
|
|
|
|
|
(a)
|
Holders should read the accompanying Circular prior to
completing this Election Form. The terms and conditions of the Arrangement
are incorporated by reference into this Election Form and capitalized
terms used but not defined in this Election Form have the meanings set out
in the Circular.
|
|
|
|
|
|
|
(b)
|
This Election Form duly completed and signed (or an
originally signed facsimile copy thereof) must be sent or delivered to the
Depositary at the address set out on the back of this Election Form. In
order to make any election in respect of the form of Hecla Consideration
under the Arrangement, it is recommended that the foregoing documents be
received by the Depositary at the address set out on the back of this
Election Form as soon as possible. Do not send the Election Form to the
Company, Hecla or Havilah.
|
|
|
|
|
|
|
(c)
|
The method used to deliver this Election Form and all
other required documents is at the option and risk of the Holder and
delivery will be deemed effective only when such documents are actually
received by the Depositary. Delivery to an office other than to the
specified office does not constitute delivery for this purpose.
|
|
|
|
|
|
|
(d)
|
Each of the Company, Hecla and Havilah reserves the
right, if it so elects in its absolute discretion, to instruct the
Depositary to waive any defect or irregularity contained in any Election
Form and/or accompanying documents received by it.
|
|
|
|
|
|
|
(e)
|
If the Arrangement Consideration is to be issued in the
name of a person other than the person(s) signing this Election Form, or
if the Arrangement Consideration is to be mailed to someone other than the
person(s) signing this Election Form or to the person(s) signing this
Election Form at an address other than that shown above, the appropriate
box on this Election Form should be completed (Box A and
B).
|
|
2.
|
Signatures
|
|
|
|
|
|
This Election Form must be completed and signed by a
Holder or by such Holder’s duly authorized representative (in accordance
with paragraph 4 below of these Instructions).
|
|
|
|
|
3.
|
Guarantee of Signatures
|
|
|
|
|
|
If the Arrangement Consideration is to be issued in a
name other than the Holder, such signature must be guaranteed by an
Eligible Institution (as defined below), or in some other manner
satisfactory to the Depositary (except that no guarantee is required if
the signature is that of an Eligible Institution). An “
Eligible
Institution
” means a Canadian Schedule I chartered bank, a member of
the Securities Transfer Agent Medallion Program (STAMP), a member of the
Stock Exchange Medallion Program, (SEMP) or a member of the New York Stock
Exchange, Inc. Medallion Signature Program (MSP). Members of these
programs are usually members of a recognized stock exchange in Canada or
the United States, members of the Investment Industry Regulatory
Organization of Canada, members of the Financial Industry Regulatory
Authority or banks and trust companies in the United States.
|
|
|
|
|
4.
|
Fiduciaries, Representatives and
Authorizations
|
|
|
|
|
|
Where this Election Form is executed by a person as an
executor, administrator, trustee or guardian, or on behalf of a
corporation, partnership or association or is executed by any other person
acting in a representative capacity, such person should so indicate when
signing and this Election Form must be accompanied by satisfactory
evidence of the authority to act. The Company, Hecla, Havilah or the
Depositary, at their discretion, may require additional evidence of
authority or additional documentation.
|
- 7 -
|
5.
|
Issuance and Delivery Instructions
|
|
|
|
|
|
The Arrangement Consideration will be issued in the name
of the person indicated in Box A and delivered to the address indicated in
Box A (unless another address has been provided in Box B). If the
Arrangement Consideration is to be held for pick-up at the offices of the
Depositary, complete Box C. If neither Box A nor Box B is completed, the
Arrangement Consideration will be issued in the name of the Holder and
will be mailed to the address of the Holder as it appears on the
applicable securities register of the Company. Any Arrangement
Consideration mailed in accordance with this Election Form will be deemed
to be delivered at the time of mailing.
|
|
|
|
|
6.
|
Form W-9 — U.S. Shareholders
|
|
|
|
|
|
In order to avoid “backup withholding” of United States
income tax on payments, a Holder that is a U.S. Shareholder of Common
Shares must generally provide the person’s correct taxpayer identification
number (“
TIN
”) on Form W-9 and certify, under penalties of perjury,
that such number is correct and that such Holder is not subject to backup
withholding. If the correct TIN is not provided or if any other
information is not correctly provided, a penalty may be imposed on the
Holder that is a U.S. Holder by the Internal Revenue Service (the
“
IRS
”) and payments made may be subject to backup withholding of
24%.
|
|
|
|
|
|
In general, to prevent backup withholding, each U.S.
Shareholder that is a U.S. person (as defined below) must provide the
Depositary with his, her or its correct TIN by duly completing the
enclosed IRS Form W-9 in accordance with the instructions attached
thereto, which requires such U.S. Shareholder to certify under penalty of
perjury: (a) that the TIN provided is correct (or that such U.S.
Shareholder is awaiting a TIN); (b) that (i) the U.S. Shareholder is
exempt from backup withholding; (ii) the U.S. Shareholder has not been
notified by the IRS that it is subject to backup withholding as a result
of a failure to report all interest or dividends; or (iii) the IRS has
notified the U.S. Shareholder that it is no longer subject to backup
withholding; and (c) that the U.S. Shareholder is a U.S. person. A
Shareholder is a “U.S. person” for U.S. federal income tax purposes if the
Registered Shareholder is: (A) an individual citizen or resident alien of
the United States as determined for U.S. federal income tax purposes; (B)
any entity classified as a corporation or partnership for U.S. federal
income tax purposes, that is created or organized in or under the Laws of
the U.S. or any state in the U.S., including the District of Columbia; (C)
an estate, the income of which is subject to U.S. federal income tax
regardless of its source; or (D) a trust if: (i) it has validly elected to
be treated as a U.S. person for U.S. federal income tax purposes; or (ii)
a U.S. court is able to exercise primary supervision over its
administration and one or more U.S. persons have the authority to control
all substantial decisions of the trust
Generally, certain exempt holders
are not subject to backup withholding. To prevent possible erroneous
backup withholding, an exempt holder must enter his, her or its correct
TIN in Part I of the enclosed IRS Form W-9, provide the applicable codes
in the box labelled “Exemptions”, and sign and date the form. For more
details, see the enclosed IRS Form W-9.
|
|
|
|
|
|
If a U.S. Shareholder that is a U.S. person does not have
a TIN, such U.S. Shareholder should: (a) consult the enclosed IRS Form W-9
for instructions as to how to apply for a TIN; (b) write “Applied For” in
the space for the TIN in Part I of the enclosed IRS Form W-9; and (c) sign
and date the enclosed IRS Form W-9. The Depositary may withhold on all
payments made prior to the time a properly certified TIN is provided to
it. A U.S. Shareholder who writes “Applied For” in Part I of the enclosed
IRS Form W-9 should furnish the Depositary with such U.S. Shareholder’s
TIN as soon as it is received. In such case, the Depositary will withhold
on any payment made to such U.S. Shareholder prior to the time a properly
certified TIN is provided to the Depositary.
|
|
|
|
|
|
If the enclosed IRS Form W-9 is not applicable to a U.S.
Shareholder because such U.S. Shareholder is not a U.S. person for United
States federal tax purposes, such U.S. Shareholder will instead need to
submit an appropriate and properly completed IRS Form W-8, signed
under penalty of perjury, to avoid backup withholding. An
appropriate IRS Form W-8 may be obtained from the Depositary. Such forms
are also available on the IRS website at www.irs.gov.
|
- 8 -
|
|
Backup withholding is not an additional U.S. federal
income tax. Rather, any amounts withheld under the backup withholding
rules will be allowed as a refund or credit against such U.S.
Shareholder’s U.S. federal income tax liability, provided the required
information is timely furnished to the IRS.
|
|
|
|
|
|
|
A U.S. SHAREHOLDER WHO FAILS TO PROPERLY COMPLETE AND
TIMELY SUBMIT THE ENCLOSED IRS FORM W-9 OR, WHERE APPLICABLE, THE
APPROPRIATE IRS FORM W-8, MAY BE SUBJECT TO BACKUP WITHHOLDING ON ANY CASH
PAYMENT MADE TO SUCH U.S. SHAREHOLDER PURSUANT TO THE ARRANGEMENT AND MAY
BE SUBJECT TO PENALTIES.
|
|
|
|
|
|
|
REGISTERED SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN
TAX ADVISORS AS TO (A) THE APPLICABILITY OF THE BACKUP WITHHOLDING AND
INFORMATION REPORTING REQUIREMENTS TO THEM AND (B) THE PROPER COMPLETION
OF ENCLOSED IRS FORM W- 9 OR THE APPROPRIATE IRS FORM
W-8
.
|
|
|
|
|
|
6.
|
Miscellaneous
|
|
|
|
|
|
|
(a)
|
Additional copies of the Election Form may be obtained
from the Company.
|
|
|
|
|
|
|
(b)
|
No fractional Hecla Shares or Havilah Shares will be
issued.
|
|
|
|
|
|
|
(c)
|
It is strongly recommended that prior to completing
this Election Form, the undersigned read the accompanying Circular and
discuss any questions with a tax advisor.
|
|
|
|
|
|
|
(d)
|
This Election Form will be construed in accordance with
and be governed by the laws of the Province of British Columbia and the
federal laws of Canada applicable therein.
|
|
7.
|
Representations
|
|
|
|
|
|
The representations made by the Holder in this Election
Form will survive the Effective Time.
|
|
|
|
|
8.
|
Privacy Notice from the Depositary
|
|
|
|
|
|
The Depositary is committed to protecting your personal
information. In the course of providing services to you and the
Depositary’s corporate clients, the Depositary receives non-public
personal information about you from transactions it performs for you,
forms you send to the Depositary, and other communications the Depositary
has with you or your representatives, etc. This information could include
your name, address, social insurance number, securities holdings and other
financial information. The Depositary uses this to administer your
account, to better serve your and the Depositary’s clients’ needs and for
other lawful purposes relating to the Depositary’s services. The
Depositary has prepared a
Privacy Code
to tell you more about its
information practices and how your privacy is protected. It is available
at the Depositary’s website, www.computershare.com, or by writing to the
Depositary at 100 University Avenue, Toronto, Ontario, M5J 2Y1. The
Depositary will use the information you are providing in this Election
Form in order to process your request and will treat your signature(s) on
this Election Form as your consent to the
foregoing.
|
- 9 -
THE DEPOSITARY FOR THE ARRANGEMENT IS:
Computershare Investor Services Inc.
Offices of the Depositary:
By Mail
Computershare Investor Services Inc.
P.O. Box 7021, 31
Adelaide Street East
Toronto, ON M5C 3H2
By Registered Mail, Hand or Courier
Computershare Investor Services Inc.
100 University Avenue,
8th Floor
Toronto, ON M5J 2Y1
Attention: Corporate Actions
Any questions and requests for assistance with completing
this Election Form may be directed to the Depositary at:
North American Toll Free Number: 1-800-564-6253
Email:
corporateactions@computershare.com
- 10 -
The instructions accompanying this Letter of Transmittal and
Election Form should be read carefully before this Letter of Transmittal and
Election Form is completed or submitted to the Depositary. If you have any
questions or require more information with regard to the procedures for
completing this Letter of Transmittal and Election Form, please contact the
Depositary or your professional advisor.
LETTER OF TRANSMITTAL AND ELECTION FORM
FOR COMMON
SHARES OF
KLONDEX MINES LTD.
|
TO:
|
COMPUTERSHARE INVESTOR
SERVICES INC. (the “Depositary”)
|
|
AND TO:
|
KLONDEX MINES LTD. (the
“Company”)
|
|
AND TO:
|
HECLA MINING COMPANY
(“Hecla”)
|
|
AND TO:
|
HAVILAH MINING CORPORATION
(“Havilah”)
|
This Letter of Transmittal and Election Form is for use by
registered holders (the “
Registered Shareholders
”) of common shares of
the Company (the “
Common Shares
”) in connection with the proposed plan of
arrangement (the “
Arrangement
”) described in the accompanying Notice of
Annual and Special Meeting and Management Information Circular of the Company
dated June 6, 2018 (as it may be amended or supplemented, the “
Circular
”)
involving the Company, Hecla and Havilah that is being submitted for approval at
the annual and special meeting of security holders of the Company scheduled to
be held on July 12, 2018 or any adjournment(s) or postponement(s) thereof (the
“
Meeting
”). Capitalized terms used but not defined in this Letter of
Transmittal and Election Form have the meanings set out in the Circular.
Registered Shareholders are encouraged to carefully review the Circular in its
entirety.
Under the Arrangement, Registered Shareholders will be entitled
to receive, for each Common Share, consideration (the “
Arrangement
Consideration
”) consisting of (i) either cash, a portion of a common share
in the capital of Hecla (each such whole common share, a “
Hecla Share
”)
or a combination thereof (the “
Hecla Consideration
”); and (ii) 0.125 of a
common share in the capital of Havilah (each such whole common share, a
“
Havilah Share
”), all as described in greater detail in the Circular.
Registered Shareholders are referred to the Circular that accompanies this
Letter of Transmittal and Election Form.
With respect to the Hecla
Consideration, Registered Shareholders may elect to receive, for each Common
Share, either: (i) US$2.47 in cash (subject to proration) (the “
Cash
Consideration
”); (ii) 0.6272 of a Hecla Share (subject to proration) (the
“
Share Consideration
”); or (iii) US$0.8411 in cash and 0.4136 of a Hecla
Share (the “
Combination Consideration
”). The Cash Consideration and Share
Consideration are subject to proration, as described in greater detail in the
Circular, whereas the Combination Consideration will not be subject to
proration.
In order to receive the Cash Consideration or Share Consideration,
a Registered Shareholder must deliver a duly completed and signed Letter of
Transmittal and Election Form to the Depositary not later than 1:00 p.m.
(Pacific Daylight Time) / 4:00 p.m. (Eastern Daylight Time) on July 10, 2018.
Registered Shareholders who do not elect, or who fail to properly elect, to
receive the Cash Consideration or Share Consideration will be deemed to have
elected to receive the Combination Consideration.
|
ELECTION
|
|
|
|
In connection with the Arrangement being considered
for approval at the Meeting, the undersigned hereby elects to receive the
following form of Hecla Consideration (
SELECT ONE OF THE
FOLLOWING THREE OPTIONS
):
|
|
|
|
[ ]
|
The Cash Consideration, being US$2.47 in cash for each
Common Share (*); OR
|
|
|
|
|
[ ]
|
The Share Consideration, being 0.6272 of a Hecla Share for
each Common Share (*); OR
|
|
|
|
|
[ ]
|
The Combination Consideration, being
0.4136 of a Hecla Share and US$0.8411in cash for each Common Share.
|
(*) Subject to potential proration, as described in detail in
the Circular.
- 1 -
This Letter of Transmittal and Election Form is for use by
Registered Shareholders only, and is not to be used by beneficial holders of
Common Shares who are not Registered Shareholders (the “Beneficial
Shareholders”). A Beneficial Shareholder does not have Common Shares registered
in his, her or its name; rather, such Common Shares are held by an intermediary
or clearing agency such as CDS or DTC. If you are a Beneficial Shareholder, you
should contact your intermediary for instructions and assistance in delivering
your certificates representing your Common Shares and receiving the Arrangement
Consideration for such Common Shares.
The Arrangement is anticipated to close on or about July 18,
2018. In order to receive the appropriate Arrangement Consideration which a
holder of Common Shares is entitled to receive pursuant to the Arrangement,
Registered Shareholders are required to deposit the certificate(s) representing
their Common Shares with the Depositary. This Letter of Transmittal and Election
Form, properly completed and duly executed, together with all other required
documents, must accompany the certificate(s) for Common Shares deposited for
receipt of the Arrangement Consideration pursuant to the Arrangement.
IF THIS LETTER OF TRANSMITTAL AND ELECTION FORM IS NOT
RECEIVED BY THE DEPOSITARY BY 1:00 P.M. (PACIFIC DAYLIGHT TIME) / 4:00 P.M.
(EASTERN DAYLIGHT TIME) ON JULY 10, 2018, THE UNDERSIGNED WILL BE DEEMED TO HAVE
ELECTED TO RECEIVE THE COMBINATION CONSIDERATION FOR EACH COMPANY SHARE
DEPOSITED BY THE UNDERSIGNED HEREUNDER.
As of the Effective Time, whether or not a Registered
Shareholder delivers the required documentation to the Depositary, such
Registered Shareholder will cease to be a holder of Common Shares and, subject
to the ultimate expiry identified below, will only be entitled to receive the
Arrangement Consideration to which such Registered Shareholder is entitled under
the Arrangement.
Please read the Circular and the instructions set out below
carefully before completing this Letter of Transmittal and Election Form.
Delivery of this Letter of Transmittal and Election Form to an address other
than as set forth herein will not constitute a valid delivery. If Common Shares
are registered in different names, a separate Letter of Transmittal and Election
Form must be submitted for each different Registered Shareholder. See
Instruction 2.
If you are a U.S. person (a “U.S. Shareholder”), you must
also complete a U.S. Internal Revenue Services (“IRS”) Form W-9 a copy of which
is included in this Letter of Transmittal and Election Form (see Instruction 7
“U.S. Shareholders and Form W-9”).
In connection with the Arrangement being considered for
approval at the Meeting, the undersigned hereby deposits with the Depositary the
enclosed certificate(s) representing Common Shares (the “
Deposited Common
Shares
”), details of which are as follows:
|
Certificate Number(s)
|
Name(s) in which
Registered
|
Number of Common Shares
Represented by Certificate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
(Please print or type. If space is insufficient, please
attach a list to this Letter of Transmittal and Election Form in the above
form.)
- 2 -
|
[ ]
|
Some or all of the certificates representing Common
Shares held by the undersigned have been lost, stolen or destroyed
(
Check box if applicable
). Please review Instruction 6 for the
procedure to replace certificates that have been lost, stolen or
destroyed.
|
It is understood that (i) upon receipt by the Depositary of
this duly completed and signed Letter of Transmittal and Election Form and of
the certificate(s) representing the Deposited Common Shares and (ii) following the Effective Date, the Depositary will either
deliver to the undersigned, in accordance with the issuance and delivery
instructions provided in Box A and Box B below, certificates representing the
Hecla Shares and Havilah Shares, and a cheque in respect of any cash, that the
undersigned is entitled to receive under the Arrangement or else hold such
certificates and cheque for pick-up in accordance with the instructions set out
in Box C below, and the certificate(s) representing the Deposited Common Shares
will forthwith be cancelled.
The undersigned holder of Common Shares represents and warrants
in favour of the Company, Hecla and Havilah that: (i) the undersigned is the
registered holder of the Deposited Common Shares and that such Deposited Common
Shares represent all of the Common Shares owned, directly or indirectly, by the
undersigned; (ii) such Deposited Common Shares are owned by the undersigned free
and clear of all mortgages, liens, charges, encumbrances, security interests and
adverse claims; (iii) the undersigned has full power and authority to execute
and deliver this Letter of Transmittal and Election Form and to deposit, sell,
assign, transfer and deliver the Deposited Common Shares and that, when the
Arrangement Consideration is delivered to the undersigned, neither of the
Company, Hecla, Havilah or any affiliate thereof or successor thereto will be
subject to any adverse claim in respect of such Deposited Common Shares; (iv)
the Deposited Common Shares have not been sold, assigned or transferred, nor has
any agreement been entered into to sell, assign or transfer any such Deposited
Common Shares, to any other person; (v) the transfer of the Deposited Common
Shares complies with all applicable laws; (vi) all information inserted by the
undersigned into this Letter of Transmittal and Election Form is complete, true
and accurate; (vii) the undersigned has received or obtained a copy of the
Circular; (viii) the delivery of the applicable Arrangement Consideration to the
undersigned will discharge any and all obligations of the Company, Hecla,
Havilah and the Depositary with respect to the matters contemplated by this
Letter of Transmittal and Election Form and the Arrangement; and (x) either the
Registered Shareholder is not a U.S. Shareholder, or the Registered Shareholder
is a U.S. Shareholder of Common Shares and has completed and returned to the
Depositary with this Letter a Form W-9 (see Item 7 under “Instructions”). These
representations and warranties shall survive the completion of the Arrangement.
Except for any proxy deposited with respect to the vote on the
Arrangement Resolution in connection with the Meeting or as granted by this
Letter of Transmittal and Election Form, the undersigned revokes any and all
authority, other than as granted in this Letter of Transmittal and Election
Form, whether as agent, attorney-in-fact, proxy or otherwise, previously
conferred or agreed to be conferred by the undersigned at any time with respect
to the Deposited Common Shares and no subsequent authority, whether as agent,
attorney-in-fact, proxy or otherwise, will be granted with respect to the
Deposited Common Shares.
The undersigned hereby agrees to transfer, effective at the
Effective Time and pursuant to the Arrangement, all right, title and interest in
the Deposited Common Shares and irrevocably appoints and constitutes the
Depositary the lawful attorney of the undersigned, with full power of
substitution to deliver the Deposited Common Shares pursuant to the Arrangement
and to effect the transfer of the Deposited Common Shares on the books of the
Company to the extent and in the manner provided under the Arrangement.
The undersigned will, upon request, execute any signature
guarantees or additional documents deemed by the Depositary to be reasonably
necessary or desirable to complete the transfer of the Deposited Common Shares
contemplated by this Letter of Transmittal and Election Form.
The undersigned agrees that all questions as to validity, form,
eligibility (including timely receipts) and acceptance of any Common Shares
transferred in connection with the Arrangement shall be determined by the
Company and Hecla in their sole discretion and that such determination shall be
final and binding and acknowledges that there is no duty or obligation upon the
Company, Hecla, Havilah, the Depositary or any other person to give notice of
any defect or irregularity in any such surrender of Common Shares and no
liability will be incurred by any of them for failure to give any such notice.
- 3 -
The undersigned hereby acknowledges that the delivery of the
Deposited Common Shares shall be effected, and the risk of loss to such
Deposited Common Shares shall pass, only upon proper receipt thereof by the
Depositary.
Each authority conferred or agreed to be conferred by the
undersigned in this Letter of Transmittal and Election Form shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, legal
representatives, successors and assigns of the undersigned.
The undersigned instructs the Depositary to mail the
certificate(s) and/or cash representing the Arrangement Consideration that the
undersigned is entitled to pursuant to the Arrangement, in exchange for the
Deposited Common Shares, promptly after the Effective Time by first class
insured mail, postage pre-paid to the undersigned, or to hold any such
certificate(s) and/or cash representing such Arrangement Consideration for
pick-up, in accordance with the instructions given below. The undersigned
acknowledges that the delivery of the Arrangement Consideration in respect of
the Deposited Common Shares exchanged hereby will completely discharge any
obligations of the Company, Hecla, Havilah and the Depositary with respect to
the matters contemplated by this Letter of Transmittal and Election Form.
If the
Arrangement is not completed or proceeded with, the enclosed certificate(s) and
all other ancillary documents will be returned as soon as possible to the
undersigned at the address set out below in Box A or, failing such address being
specified, to the undersigned at the last address of the undersigned as it
appears on the securities register of the Company.
It is understood that the undersigned will not receive the
Arrangement Consideration in respect of the Deposited Common Shares until the
Arrangement is consummated and until the certificate(s) representing the
Deposited Common Shares owned by the undersigned are received by the Depositary
at the address set forth on the back of this Letter of Transmittal and Election
Form, together with a duly completed Letter of Transmittal and Election Form and
such additional documents as the Depositary may require, and until the same are
processed by the Depositary. It is understood that under no circumstances will
interest accrue or be paid in respect of the Deposited Common Shares in
connection with the Arrangement.
By reason of the use by the undersigned of this Letter of
Transmittal and Election Form, the undersigned and each of you shall be deemed
to have required that any contract in connection with the delivery of the Common
Shares pursuant to the Arrangement through this Letter of Transmittal and
Election Form, as well as all documents related thereto, be drawn exclusively in
the English language.
En raison de l’utilisation de la présente lettre
d’envoi en langue anglaise par le soussigné, le soussigné et les destinataires
sont présumés avoir requis que tout contrat relié à l’envoi d’actions ordinaires
de Klondex Mines Ltd. en vertue de l’Arrangement au moyen de la présente lettre
d’envoi, de même que tous les documents qui s’y rapportent, soient rédigés
exclusivement en langue anglaise.
This Letter of Transmittal and Election Form will be governed
by and construed in accordance with the laws of the Province of British Columbia
and the federal laws of Canada applicable therein.
- 4 -
|
BOX A
|
|
BOX B
|
|
|
|
|
|
ISSUANCE INSTRUCTIONS
|
|
SPECIAL DELIVERY INSTRUCTIONS
|
|
|
|
|
|
[ ] Issue Arrangement Consideration in
the name of
|
|
To be completed ONLY if the Arrangement
Consideration to which the undersigned is entitled pursuant to the
Arrangement is to be sent to someone other than the person shown in Box A
or to an address other than the address shown in Box A
|
|
(please print or type)
|
|
|
|
|
|
(Name)
|
|
|
|
|
|
[ ] Same address as Box A;
or
|
|
|
|
|
|
(Street Address and Number)
|
|
|
|
|
|
(Name)
|
|
|
|
|
|
(City and Province or State)
|
|
|
|
|
|
(Street Address and Number)
|
|
|
|
|
|
(Country and Postal (Zip) Code)
|
|
|
|
|
|
(City and Province or State)
|
|
|
|
|
|
(Telephone – Business Hours)
|
|
|
|
|
|
(Country and Postal (Zip) Code)
|
|
|
|
|
|
(E-mail Address)
|
|
|
|
|
|
|
|
|
|
|
|
(Social Insurance Number or Taxpayer Identification Number)
|
|
|
|
|
|
|
BOX C – SPECIAL PICK-UP INSTRUCTIONS
[ ] HOLD FOR PICK-UP AT THE OFFICE OF THE DEPOSITARY
WHERE
THE COMMON SHARES WERE DEPOSITED
|
|
BOX D – DECLARATION OF TAX RESIDENCE
|
|
|
|
All Holders must place an “X” in the applicable box
below.
|
|
|
|
|
|
[ ] The Holder
is
resident in Canada for purposes of the Tax Act.
|
|
|
|
[ ] The Holder
is
not
resident in Canada for purposes of the Tax Act.
|
|
BOX E – SIGNATURE GUARANTEE
|
|
BOX F - SIGNATURE
|
|
|
|
|
|
Signature guaranteed by
|
|
Dated:
_______________________________________
|
|
(if required under Instruction 3)
|
|
|
|
|
|
|
|
|
|
(Signature of Shareholder or authorized
representative)
|
|
(Authorized Signature)
|
|
|
|
|
|
|
|
|
|
(Signature of any joint holder)
|
|
Name of Guarantor
(please print or type)
|
|
|
|
|
|
|
|
|
|
(Name of Shareholder)
|
|
Address
(please print or type)
|
|
|
|
|
|
|
|
|
|
(Name of authorized representative)
|
|
Area Code and Telephone Number
|
|
|
|
|
|
|
|
|
|
(Social Insurance Number or Taxpayer
Identification Number)
|
|
|
|
|
|
|
|
|
|
|
|
(Daytime Telephone Number of Shareholder
|
|
|
|
or Authorized Representative)
|
|
|
|
|
|
|
|
|
|
|
|
(Daytime Facsimile Number of Shareholder
|
|
|
|
or authorized representative)
|
|
BOX G – U.S. SHAREHOLDERS – TAX
|
|
|
|
INDICATE WHETHER OR NOT YOU ARE A U.S. SHAREHOLDER, ARE
ACTING ON BEHALF OF A U.S. SHAREHOLDER OR HAVE A U.S. ADDRESS.
|
|
|
|
[ ] The person signing this Letter of
Transmittal and Election Form represents that it is not a U.S.
Shareholder, is not acting on behalf of a U.S. Shareholder and does not
have a U.S. address, or
|
|
|
|
[ ] The person signing this Letter of
Transmittal and Election Form represents that it is a U.S. Shareholder, is
acting on behalf of a U.S. Shareholder or has a U.S. address.
|
|
|
|
IF YOU ARE (I) U.S. SHAREHOLDER, (II) ARE ACTING ON
BEHALF OF A U.S. SHAREHOLDER OR (III) HAVE A U.S. ADDRESS, THEN IN ORDER
TO AVOID BACK-UP WITHHOLDING YOU MUST COMPLETE AND SUBMIT TO THE
DEPOSITARY THE INTERNAL REVENUE SERVICE (“
IRS
”) FORM W-9 INCLUDED
BELOW OR OTHERWISE PROVIDE CERTIFICATION THAT YOU ARE EXEMPT FROM BACK-UP
WITHHOLDING, AS PROVIDED IN INSTRUCTION 7 BELOW. IF YOU REQUIRE AN IRS
FORM W-8, PLEASE CONTACT THE DEPOSITARY.
|
|
|
|
EACH HOLDER OF COMMON SHARES SHOULD CONSULT ITS OWN TAX
ADVISOR TO DETERMINE WHETHER SUCH HOLDER IS REQUIRED TO FURNISH AN IRS
FORM W-9, IS EXEMPT FROM BACKUP WITHHOLDING AND INFORMATION REPORTING, OR
IS REQUIRED TO FURNISH AN IRS FORM W-8 (OR OTHER APPLICABLE FORM).
|
|
|
- 6 -
- 7 -
INSTRUCTIONS
|
1.
|
Use of Letter of Transmittal and Election
Form
|
|
|
|
|
|
|
(a)
|
Registered Shareholders should read the accompanying
Circular prior to completing this Letter of Transmittal and Election Form.
The terms and conditions of the Arrangement are incorporated by reference
into this Letter of Transmittal and Election Form and capitalized terms
used but not defined in this Letter of Transmittal and Election Form have
the meanings set out in the Circular.
|
|
|
|
|
|
|
(b)
|
This Letter of Transmittal and Election Form duly
completed and signed (or an originally signed facsimile copy thereof),
together with accompanying certificates representing the Deposited Common
Shares and all other required documents, must be sent or delivered to the
Depositary at the address set out on the back of this Letter of
Transmittal and Election Form. In order to receive the Arrangement
Consideration under the Arrangement for the Deposited Common Shares, it is
recommended that the foregoing documents be sent or delivered to the
Depositary at the address set out on the back of this Letter of
Transmittal and Election Form as soon as possible. Do not send the
Deposited Common Shares or the Letter of Transmittal and Election Form to
the Company, Hecla or Havilah.
|
|
|
|
|
|
|
(c)
|
The method used to deliver this Letter of Transmittal and
Election Form and any accompanying certificates representing Common Shares
and all other required documents is at the option and risk of the
Registered Shareholder and delivery will be deemed effective only when
such documents and certificates are actually received by the Depositary.
The Company, Hecla, Havilah and the Depositary recommend that such
documents and certificates be hand delivered to the Depositary at the
address set out on the back of this Letter of Transmittal and Election
Form, and a receipt obtained; otherwise, the use of registered mail with
return receipt requested, properly insured, is recommended. Beneficial
Shareholders whose Common Shares are registered in the name of a broker,
investment dealer, bank, trust company or other nominee should contact
that nominee for assistance in depositing those Common Shares. Delivery to
an office other than to the specified office does not constitute delivery
for this purpose.
|
|
|
|
|
|
|
(d)
|
Each of the Company, Hecla and Havilah reserves the
right, if it so elects in its absolute discretion, to instruct the
Depositary to waive any defect or irregularity contained in any Letter of
Transmittal and Election Form and/or accompanying documents received by
it.
|
|
|
|
|
|
|
(e)
|
If the Arrangement Consideration is to be issued in the
name of a person other than the person(s) signing this Letter of
Transmittal and Election Form, or if the Arrangement Consideration is to
be mailed to someone other than the person(s) signing this Letter of
Transmittal and Election Form or to the person(s) signing this Letter of
Transmittal and Election Form at an address other than that shown above,
the appropriate box on this Letter of Transmittal and Election Form should
be completed (Box A and B).
|
|
2.
|
Signatures
|
|
|
|
|
|
|
This Letter of Transmittal and Election Form must be
completed and signed by a Registered Shareholder or by such Registered
Shareholder’s duly authorized representative (in accordance with paragraph
4 below of these Instructions).
|
|
|
|
|
|
|
(a)
|
If this Letter of Transmittal and Election Form is signed
by the Registered Shareholder(s) of the accompanying certificate(s), such
signature(s) on this Letter of Transmittal and Election Form must
correspond with the name(s) as registered or as written on the face of
such certificate(s) without any change whatsoever, and the certificate(s)
need not be endorsed. If such deposited certificate(s) are owned of record
by two or more joint owners, all such owners must sign this Letter of
Transmittal and Election Form.
|
|
|
|
|
|
|
(b)
|
If this Letter of Transmittal and Election Form is signed
on behalf of a Registered Shareholder by a person other than the
Registered Shareholder of the accompanying certificate(s), or if the
Arrangement Consideration is to be issued to a person other than the
Registered Shareholder:
|
- 8 -
|
|
(i)
|
such deposited certificate(s) must be endorsed or be
accompanied by appropriate share transfer power(s) of attorney duly and
properly completed by the Registered Shareholder; and
|
|
|
|
|
|
|
(ii)
|
the signature on such endorsement or share transfer
power(s) of attorney must correspond exactly to the name of the Registered
Shareholder as registered or as appearing on the certificate(s) and must
be guaranteed as noted in paragraph 3 below of these
Instructions.
|
|
|
(c)
|
If any of the Deposited Common Shares are registered in
different names on several certificates, it will be necessary to complete,
sign and submit as many separate Letters of Transmittal as there are
different registrations of such Deposited Common
Shares.
|
|
3.
|
Guarantee of Signatures
|
|
|
|
|
|
If this Letter of Transmittal and Election Form is signed
on behalf of a Registered Shareholder by a person other than the
Registered Shareholder or if the Arrangement Consideration is to be issued
in a name other than the Registered Shareholder, such signature must be
guaranteed by an Eligible Institution (as defined below), or in some other
manner satisfactory to the Depositary (except that no guarantee is
required if the signature is that of an Eligible Institution). An
“
Eligible Institution
” means a Canadian Schedule I chartered bank,
a member of the Securities Transfer Agent Medallion Program (STAMP), a
member of the Stock Exchange Medallion Program, (SEMP) or a member of the
New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members
of these programs are usually members of a recognized stock exchange in
Canada or the United States, members of the Investment Industry Regulatory
Organization of Canada, members of the Financial Industry Regulatory
Authority or banks and trust companies in the United States.
|
|
|
|
|
4.
|
Fiduciaries, Representatives and
Authorizations
|
|
|
|
|
|
Where this Letter of Transmittal and Election Form or any
share transfer power(s) of attorney is executed by a person as an
executor, administrator, trustee or guardian, or on behalf of a
corporation, partnership or association or is executed by any other person
acting in a representative capacity, such person should so indicate when
signing and this Letter of Transmittal and Election Form must be
accompanied by satisfactory evidence of the authority to act. The Company,
Hecla, Havilah or the Depositary, at their discretion, may require
additional evidence of authority or additional documentation.
|
|
|
|
|
5.
|
Issuance and Delivery Instructions
|
|
|
|
|
|
The Arrangement Consideration to be issued in exchange
for the Deposited Common Shares will be issued in the name of the person
indicated in Box A and delivered to the address indicated in Box A (unless
another address has been provided in Box B). If the Arrangement
Consideration is to be held for pick-up at the offices of the Depositary,
complete Box C. If neither Box A nor Box B is completed, the Arrangement
Consideration to be issued in exchange for the Deposited Common Shares
will be issued in the name of the Registered Shareholder of the Deposited
Common Shares and will be mailed to the address of the Registered
Shareholder of the Deposited Common Shares as it appears on the securities
register of the Company. Any Arrangement Consideration mailed in
accordance with this Letter of Transmittal and Election Form will be
deemed to be delivered at the time of mailing.
|
|
|
|
|
6.
|
Lost Certificates
|
|
|
|
|
|
If a certificate representing Common Shares has been
lost, stolen or destroyed, this Letter of Transmittal and Election Form
should be completed as fully as possible and forwarded, together with a
letter describing the loss, to the Depositary. The Depositary will respond
with replacement requirements (which will include a bonding requirement or
otherwise indemnifying Hecla, Havilah and the Company in a manner
satisfactory to Hecla, Havilah and the Company, acting reasonably, against
any claim that may be made against Hecla, Havilah or the Company with
respect to the certificate alleged to have been lost, stolen or destroyed
and shall otherwise take such actions as may be required by the Company’s
articles) that must be satisfied in order for the undersigned to receive
the Arrangement Consideration in accordance with the
Arrangement.
|
- 9 -
|
7.
|
Form W-9 — U.S. Shareholders
|
|
|
|
|
|
In order to avoid “backup withholding” of United States
income tax on payments made on the Common Shares, a Registered Shareholder
that is a U.S. Shareholder of Common Shares must generally provide the
person’s correct taxpayer identification number (“
TIN
”) on Form W-9
and certify, under penalties of perjury, that such number is correct and
that such Registered Shareholder is not subject to backup withholding. If
the correct TIN is not provided or if any other information is not
correctly provided, a penalty may be imposed on the Registered Shareholder
that is a U.S. Shareholder of Common Shares by the Internal Revenue
Service (the “
IRS
”) and payments made with respect to the Common
Shares may be subject to backup withholding of 24%.
|
|
|
|
|
|
In general, to prevent backup withholding, each U.S.
Shareholder that is a U.S. person (as defined below) must provide the
Depositary with his, her or its correct TIN by duly completing the
enclosed IRS Form W-9 in accordance with the instructions attached
thereto, which requires such U.S. Shareholder to certify under penalty of
perjury: (a) that the TIN provided is correct (or that such U.S.
Shareholder is awaiting a TIN); (b) that (i) the U.S. Shareholder is
exempt from backup withholding; (ii) the U.S. Shareholder has not been
notified by the IRS that it is subject to backup withholding as a result
of a failure to report all interest or dividends; or (iii) the IRS has
notified the U.S. Shareholder that it is no longer subject to backup
withholding; and (c) that the U.S. Shareholder is a U.S. person. A
Shareholder is a “U.S. person” for U.S. federal income tax purposes if the
Registered Shareholder is: (A) an individual citizen or resident alien of
the United States as determined for U.S. federal income tax purposes; (B)
any entity classified as a corporation or partnership for U.S. federal
income tax purposes, that is created or organized in or under the Laws of
the U.S. or any state in the U.S., including the District of Columbia; (C)
an estate, the income of which is subject to U.S. federal income tax
regardless of its source; or (D) a trust if: (i) it has validly elected to
be treated as a U.S. person for U.S. federal income tax purposes; or (ii)
a U.S. court is able to exercise primary supervision over its
administration and one or more U.S. persons have the authority to control
all substantial decisions of the trust.
Generally, certain exempt holders
are not subject to backup withholding. To prevent possible erroneous
backup withholding, an exempt holder must enter his, her or its correct
TIN in Part I of the enclosed IRS Form W-9, provide the applicable codes
in the box labelled “Exemptions”, and sign and date the form. For more
details, see the enclosed IRS Form W-9.
|
|
|
|
|
|
If a U.S. Shareholder that is a U.S. person does not have
a TIN, such U.S. Shareholder should: (a) consult the enclosed IRS Form W-9
for instructions as to how to apply for a TIN; (b) write “Applied For” in
the space for the TIN in Part I of the enclosed IRS Form W-9; and (c) sign
and date the enclosed IRS Form W-9. The Depositary may withhold on all
payments made prior to the time a properly certified TIN is provided to
it. A U.S. Shareholder who writes “Applied For” in Part I of the enclosed
IRS Form W-9 should furnish the Depositary with such U.S. Shareholder’s
TIN as soon as it is received. In such case, the Depositary will withhold
on any payment made to such U.S. Shareholder prior to the time a properly
certified TIN is provided to the Depositary.
|
|
|
|
|
|
If the enclosed IRS Form W-9 is not applicable to a U.S.
Shareholder because such U.S. Shareholder is not a U.S. person for United
States federal tax purposes, such U.S. Shareholder will instead need to
submit an appropriate and properly completed IRS Form W-8, signed under
penalty of perjury, to avoid backup withholding. An appropriate IRS Form
W-8 may be obtained from the Depositary. Such forms are also available on
the IRS website at www.irs.gov.
|
- 10 -
|
|
Backup withholding is not an additional U.S. federal
income tax. Rather, any amounts withheld under the backup withholding
rules will be allowed as a refund or credit against such U.S.
Shareholder’s U.S. federal income tax liability, provided the required
information is timely furnished to the IRS.
|
|
|
A U.S. SHAREHOLDER WHO FAILS TO PROPERLY COMPLETE AND
TIMELY SUBMIT THE ENCLOSED IRS FORM W-9 OR, WHERE APPLICABLE, THE
APPROPRIATE IRS FORM W-8, MAY BE SUBJECT TO BACKUP WITHHOLDING ON ANY CASH
PAYMENT MADE TO SUCH U.S. SHAREHOLDER PURSUANT TO THE ARRANGEMENT AND MAY
BE SUBJECT TO PENALTIES.
|
|
|
|
|
|
REGISTERED SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN
TAX ADVISORS AS TO (A) THE APPLICABILITY OF THE BACKUP WITHHOLDING AND
INFORMATION REPORTING REQUIREMENTS TO THEM AND (B) THE PROPER COMPLETION
OF ENCLOSED IRS FORM W- 9 OR THE APPROPRIATE IRS FORM W-8.
|
|
|
|
|
7.
|
Miscellaneous
|
|
|
(a)
|
If the space on this Letter of Transmittal and Election
Form is insufficient to list all certificates for Deposited Common Shares,
additional certificate numbers and number of Deposited Common Shares may
be included on a separate signed list affixed to this Letter of
Transmittal and Election Form.
|
|
|
|
|
|
|
(b)
|
If Common Shares are registered in different forms (e.g.,
“John Doe” and “J. Doe”) a separate Letter of Transmittal and Election
Form should be signed for each different registration.
|
|
|
|
|
|
|
(c)
|
No alternative, conditional or contingent deposits of
Common Shares will be accepted and no fractional Hecla Shares or Havilah
Shares will be issued.
|
|
|
|
|
|
|
(d)
|
Additional copies of the Letter of Transmittal and
Election Form may be obtained from The Company.
|
|
|
|
|
|
|
(e)
|
It is strongly recommended that prior to completing
this Letter of Transmittal and Election Form, the undersigned read the
accompanying Circular and discuss any questions with a tax
advisor.
|
|
|
|
|
|
|
(f)
|
This Letter of Transmittal and Election Form will be
construed in accordance with and be governed by the laws of the Province
of British Columbia and the federal laws of Canada applicable
therein.
|
|
8.
|
Representations
|
|
|
|
|
|
The representations made in this Letter of Transmittal
and Election Form by the signatory depositing Common Shares hereunder will
survive the Effective Time.
|
|
|
|
|
9.
|
Privacy Notice from the Depositary
|
|
|
|
|
|
The Depositary is committed to protecting your personal
information. In the course of providing services to you and the
Depositary’s corporate clients, the Depositary receives non-public
personal information about you from transactions it performs for you,
forms you send to the Depositary, and other communications the Depositary
has with you or your representatives, etc. This information could include
your name, address, social insurance number, securities holdings and other
financial information. The Depositary uses this to administer your
account, to better serve your and the Depositary’s clients’ needs and for
other lawful purposes relating to the Depositary’s services. The
Depositary has prepared a
Privacy Code
to tell you more about its
information practices and how your privacy is protected. It is available
at the Depositary’s website, www.computershare.com, or by writing to the
Depositary at 100 University Avenue, Toronto, Ontario, M5J 2Y1. The
Depositary will use the information you are providing in this Letter of
Transmittal and Election Form in order to process your request and will
treat your signature(s) on this Letter of Transmittal and Election Form as
your consent to the foregoing.
|
- 11 -
THE DEPOSITARY FOR THE ARRANGEMENT IS:
Computershare Investor Services Inc.
Offices of the Depositary:
By Mail
Computershare Investor Services Inc.
P.O. Box 7021, 31
Adelaide Street East
Toronto, ON M5C 3H2
By Registered Mail, Hand or Courier
Computershare Investor Services Inc.
100 University Avenue,
8th Floor
Toronto, ON M5J 2Y1
Attention: Corporate Actions
Any questions and requests for assistance with completing
this Letter of Transmittal and Election
Form may be directed to the
Depositary at:
North American Toll Free Number: 1-800-564-6253
Email:
corporateactions@computershare.com
- 12 -
Klondex Mines Ltd. (AMEX:KLDX)
Historical Stock Chart
From Apr 2024 to May 2024
Klondex Mines Ltd. (AMEX:KLDX)
Historical Stock Chart
From May 2023 to May 2024
