SEC Form POSASR filed by Hecla Mining Company
As filed with the Securities and Exchange Commission on February 13, 2025
Registration No. 333-262925
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HECLA MINING COMPANY*
(Exact name of registrant as specified in its charter)
| Delaware | 77-0664171 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
6500 North Mineral Drive, Suite 200
Coeur d’Alene, Idaho 83815-9408
(208) 769-4100
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
David C. Sienko, Esq.
General Counsel
Hecla Mining Company
6500 North Mineral Drive, Suite 200
Coeur d’Alene, Idaho 83815
(208) 769-4100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
| * | The additional registrants listed on Schedule A on the next page also are included in this Post-Effective Amendment No. 1 as additional registrants. |
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
SCHEDULE A
ADDITIONAL REGISTRANTS
| Exact Name of Additional Registrant (1) |
Jurisdiction of Incorporation or Formation |
Primary Standard Industrial Classification Code Number |
I.R.S. Employer Identification No. | |||
| Burke Trading, Inc. |
Delaware | 1400 | 20-1713481 | |||
| Hecla Admiralty Company |
Delaware | 1400 | 26-1939060 | |||
| Hecla Alaska LLC |
Delaware | 1400 | 20-3432198 | |||
| Hecla Greens Creek Mining Company |
Delaware | 1400 | 84-1026255 | |||
| Hecla Juneau Mining Company |
Delaware | 1400 | 52-1728103 | |||
| Hecla Limited |
Delaware | 1400 | 82-0126240 | |||
| Hecla MC Subsidiary, LLC |
Delaware | 1400 | 30-0738758 | |||
| Hecla Silver Valley, Inc. |
Delaware | 1400 | 20-8525633 | |||
| Rio Grande Silver, Inc. |
Delaware | 1400 | 26-0715650 | |||
| Silver Hunter Mining Company |
Delaware | 1400 | 26-2311170 | |||
| Hecla Montana, Inc. |
Delaware | 1400 | 46-4577805 | |||
| Revett Silver Company |
Montana | 1400 | 91-1965912 | |||
| Troy Mine Inc. |
Montana | 1400 | 91-1998829 | |||
| RC Resources, Inc. |
Montana | 1400 | 71-0964096 | |||
| Revett Exploration, Inc. |
Montana | 1400 | 46-1472712 | |||
| Revett Holdings, Inc. |
Montana | 1400 | 46-1461451 | |||
| Mines Management, Inc. |
Idaho | 1400 | 91-0538859 | |||
| Newhi Inc. |
Washington | 1400 | 91-1409462 | |||
| Montanore Minerals Corp. |
Delaware | 1400 | 34-1583080 | |||
| Klondex Holdings (USA) Inc. |
Nevada | 1400 | 46-4317246 | |||
| Klondex Gold & Silver Mining Company |
Nevada | 1400 | 91-0917394 | |||
| Klondex Midas Holdings Limited |
Nevada | 1400 | 88-0496768 | |||
| Klondex Midas Operations Inc. |
Nevada | 1400 | 88-0482449 | |||
| Klondex Aurora Mine Inc. |
Nevada | 1400 | 81-3947077 | |||
| Klondex Hollister Mine Inc. |
Nevada | 1400 | 81-4718745 | |||
| Hecla Quebec Inc. |
Canada | 1400 | N/A |
| (1) | Unless otherwise indicated, the address and telephone number of each registrant’s principal executive office and the name, address and telephone number of each registrant’s agent for service is the same as that set forth above for Hecla Mining Company. |
EXPLANATORY NOTE
TERMINATION OF REGISTRATION STATEMENT AND
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment (the “Post-Effective Amendment”) relates to the Registration Statement on Form S-3 (File No. 333-262925) of Hecla Mining Company, a Delaware corporation (the “Registrant”), and the additional registrants named therein (collectively, the “Additional Registrants”), filed with the Securities and Exchange Commission on February 23, 2022 (the “Registration Statement”), registering an indeterminate amount of the Registrant’s common stock, $0.25 par value per share (“common stock”), preferred stock, $0.25 par value per share, warrants, debt securities and guarantees of debt securities, purchase contracts and units (together, the “Securities”).
On February 23, 2022, the Registrant paid a filing fee of $28,811.16 in connection with the offering of 60,000,000 shares of its common stock pursuant to the Registration Statement. As of the date of this Post-Effective Amendment, 36,156,315 of such shares of common stock remain unsold.
The Registrant and the Additional Registrants have terminated any and all offerings of the Securities pursuant to the Registration Statement. Accordingly, the Registrant and the Additional Registrants hereby terminate the effectiveness of the Registration Statement and, in accordance with the undertakings made by the Registrant and the Additional Registrants to remove from registration, by means of a post-effective amendment, any Securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all Securities of the Registrant and the Additional Registrants registered but unsold under the Registration Statement as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| HECLA MINING COMPANY | ||
| By: | /s/ Rob Krcmarov | |
| Name: | Rob Krcmarov | |
| Title: | Chief Executive Officer, President and Director | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| BURKE TRADING, INC. | ||
| By: | /s/ Michael L. Clary | |
| Name: | Michael L. Clary | |
| Title: | President and Director | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| HECLA ADMIRALTY COMPANY | ||
| By: | /s/ Michael L. Clary | |
| Name: | Michael L. Clary | |
| Title: | President and Director | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| HECLA ALASKA LLC | ||
| By: | /s/ Carlos Aguiar | |
| Name: | Carlos Aguiar | |
| Title: | Manager | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| HECLA GREENS CREEK MINING COMPANY | ||
| By: | /s/ Michael L. Clary | |
| Name: | Michael L. Clary | |
| Title: | President and Director | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| HECLA JUNEAU MINING COMPANY | ||
| By: | /s/ Michael L. Clary | |
| Name: | Michael L. Clary | |
| Title: | President and Director | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| HECLA LIMITED | ||
| By: | /s/ Michael L. Clary | |
| Name: | Michael L. Clary | |
| Title: | President and Director | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| HECLA MC SUBSIDIARY, LLC | ||
| By: | /s/ Kurt Allen | |
| Name: | Kurt Allen | |
| Title: | President | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| HECLA SILVER VALLEY, INC. | ||
| By: | /s/ Michael L. Clary | |
| Name: | Michael L. Clary | |
| Title: | President and Director | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| RIO GRANDE SILVER, INC. | ||
| By: | /s/ Michael L. Clary | |
| Name: | Michael L. Clary | |
| Title: | President and Director | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| SILVER HUNTER MINING COMPANY | ||
| By: | /s/ Michael L. Clary | |
| Name: | Michael L. Clary | |
| Title: | President and Director | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| HECLA MONTANA, INC. | ||
| By: | /s/ Michael L. Clary | |
| Name: | Michael L. Clary | |
| Title: | President and Director | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| REVETT SILVER COMPANY | ||
| By: | /s/ Michael L. Clary | |
| Name: | Michael L. Clary | |
| Title: | Chief Executive Officer, President and Director | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| TROY MINE INC. | ||
| By: | /s/ Michael L. Clary | |
| Name: | Michael L. Clary | |
| Title: | President and Director | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| RC RESOURCES, INC. | ||
| By: | /s/ Michael L. Clary | |
| Name: | Michael L. Clary | |
| Title: | President and Director | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| REVETT EXPLORATION, INC. | ||
| By: | /s/ Michael L. Clary | |
| Name: | Michael L. Clary | |
| Title: | President and Director | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| REVETT HOLDINGS, INC. | ||
| By: | /s/ Michael L. Clary | |
| Name: | Michael L. Clary | |
| Title: | President and Director | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| MINES MANAGEMENT, INC. | ||
| By: | /s/ Kurt Allen | |
| Name: | Kurt Allen | |
| Title: | President and Director | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| NEWHI INC. | ||
| By: | /s/ Kurt Allen | |
| Name: | Kurt Allen | |
| Title: | President and Director | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| MONTANORE MINERALS CORP. | ||
| By: | /s/ Kurt Allen | |
| Name: | Kurt Allen | |
| Title: | President and Director | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| KLONDEX HOLDINGS (USA) INC. | ||
| By: | /s/ Michael L. Clary | |
| Name: | Michael L. Clary | |
| Title: | President and Director | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| KLONDEX GOLD & SILVER MINING COMPANY | ||
| By: | /s/ Michael L. Clary | |
| Name: | Michael L. Clary | |
| Title: | President and Director | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| KLONDEX MIDAS HOLDINGS LIMITED | ||
| By: | /s/ Michael L. Clary | |
| Name: | Michael L. Clary | |
| Title: | President and Director | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| KLONDEX MIDAS OPERATIONS INC. | ||
| By: | /s/ Michael L. Clary | |
| Name: | Michael L. Clary | |
| Title: | President and Director | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| KLONDEX AURORA MINE INC. | ||
| By: | /s/ Michael L. Clary | |
| Name: | Michael L. Clary | |
| Title: | President and Director | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| KLONDEX HOLLISTER MINE INC. | ||
| By: | /s/ Michael L. Clary | |
| Name: | Michael L. Clary | |
| Title: | President and Director | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho on February 13, 2025.
| HECLA QUEBEC INC. | ||
| By: | /s/ Michael L. Clary | |
| Name: | Michael L. Clary | |
| Title: | President and Director | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.