Hecla Mining Co 8-K/A, filed Mar 30, 2026
Hecla Mining Co (HL)
About this 8-K/A
Hecla Mining Co filed this 8-K/A on March 30, 2026, reporting on events of March 25, 2026.
Items reported
- Item 9.01: Financial statements and exhibits
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Exhibit
Number
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Description
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99.2
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Hecla Mining Company
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Date:
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March 30, 2026
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By:
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/s/ David C. Sienko
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David C. Sienko
Sr. Vice President & General Counsel |
Exhibit 99.2
HECLA MINING COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The unaudited pro forma condensed consolidated financial information contained herein is prepared in accordance with Article 11 of Regulation S-X and should be read in conjunction with the accompanying notes. The following unaudited pro forma condensed consolidated financial statements were prepared to give effect to the disposal by Hecla Mining Company ("us", "we", the "Company" or "Hecla") of our wholly-owned subsidiary Hecla Quebec Inc. disposal (the "disposal"). The disposal will be presented as a discontinued operation in our Consolidated Financial Statements.
On January 26, 2026, we announced that we had entered into a material definitive agreement for the disposal of our Hecla Quebec Inc. subsidiary which owns the Casa Berardi segment and various exploration properties in Quebec, Canada to an affiliate of Orezone Gold Corporation ("Orezone") for up to $593 million in total consideration comprised of the following:
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Cash consideration of $160 million due upon closing; |
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● |
Equity consideration of approximately 65.8 million Orezone common shares, to be issued upon closing; |
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● |
Deferred cash consideration of $30 million and $50 million to be paid at 18 months and 30 months, respectively, from closing; and |
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● |
Contingent consideration of up to $241 million consisting of: |
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o |
Production-based royalty payments of up to $211 million ($80/ounce for the first 500,000 ounces, then $180/ounce thereafter from open pit operations) |
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o |
Permit receipt payment of $20 million upon grant of permits |
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o |
Gold price-linked payment of up to $10 million at gold prices exceeding $4,200/ounce. |
Under the terms of the transaction, (i) Orezone is entitled to reduce future deferred cash payments or contingent royalty payments owed to us if the financial assurance required under Casa Berardi’s updated closure plan exceeds $150.0 million, by 50% of such amount and (ii) On April 24, 2026 a working capital true up adjustment will be made to reflect any difference between actual and targeted working capital agreed upon between Hecla and Orezone.
On March 25, 2026, the disposal closed and we received cash consideration of $160 million and 65,757,265 Orezone shares valued at $95.5 million. We intend to utilize the $160 million cash consideration received and existing cash resources to call and redeem the remaining $263 million 7.25% Senior Notes due February 15, 2028 ("Senior Notes"). We issued $475 million Senior Notes on February 19, 2020, and called and redeemed $212 million Senior Notes during 2025.
The unaudited pro forma condensed consolidated financial information is presented on the basis that we will utilize the cash proceeds received from the disposition and existing the cash resources to call and redeem $263 million of Senior Notes. The unaudited pro forma condensed consolidated financial information and related notes present our historical condensed consolidated balance sheet and historical condensed consolidated statement of operations adjusted to reflect the impact of the disposal that are (i) directly attributable to the disposal and (ii) factually supportable.
The unaudited pro forma condensed consolidated financial information for the years ended December 31, 2025, 2024 and 2023 and as of December 31, 2025, has been derived from our audited consolidated financial statements for the years ended December 31, 2025, 2024 and 2023. The unaudited pro forma condensed consolidated financial information has been prepared as if the disposal was completed as of January 1, 2023, in the case of the unaudited pro forma condensed consolidated statement of operations, and on December 31, 2025, in the case of the unaudited pro forma condensed consolidated balance sheet. The unaudited pro forma condensed consolidated presentation of the consideration received is preliminary and subject to adjustment. The final allocation of consideration among the derecognized assets and liabilities may differ materially from the amounts shown as of the applicable closing dates.
The unaudited pro forma condensed consolidated financial information does not purport to project our future operating results and should be read in conjunction with the accompanying notes.
This unaudited pro forma condensed consolidated financial information, including the related notes, is derived from, and should be read in conjunction with, our audited consolidated financial statements, which are available in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 18, 2026.
HECLA MINING COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31, 2025
(dollars and shares in thousands, except per share amounts - unaudited)
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Hecla Historical December 31, 2025 |
Hecla Quebec Inc. Disposal Adjustments (Note 2) |
Pro Forma adjustments |
Pro Forma |
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Sales |
$ | 1,423,019 | $ | (319,117 | ) |
a. |
$ | — | $ | 1,103,902 | ||||||||
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Cost of sales and other direct production costs |
640,799 | (173,486 | ) |
a. |
- | 467,313 | ||||||||||||
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Depreciation, depletion and amortization |
160,017 | (33,232 | ) |
a. |
- | 126,785 | ||||||||||||
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Total cost of sales |
800,816 | (206,718 | ) | - | 594,098 | |||||||||||||
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Gross profit |
622,203 | (112,399 | ) |
a. |
- | 509,804 | ||||||||||||
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Other operating expenses: |
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General and administrative |
57,626 | - | - | 57,626 | ||||||||||||||
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Exploration and pre-development |
27,745 | (393 | ) |
a. |
- | 27,352 | ||||||||||||
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Ramp-up and suspension costs |
14,005 | - | - | 14,005 | ||||||||||||||
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Provision for closed operations and environmental matters |
7,867 | - | - | 7,867 | ||||||||||||||
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Other operating loss |
165 | 6,381 |
a. |
- | 6,546 | |||||||||||||
| 107,408 | 5,988 | - | 113,396 | |||||||||||||||
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Income from operations |
514,795 | (118,387 | ) | - | 396,408 | |||||||||||||
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Other expense: |
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Interest expense |
(41,581 | ) | 583 |
a. |
19,068 |
b. |
(21,930 | ) | ||||||||||
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Fair value adjustments, net |
12,455 | (4,065 | ) |
a. |
- | 8,390 | ||||||||||||
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Foreign exchange loss |
(5,764 | ) | - | - | (5,764 | ) | ||||||||||||
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Other expense, net |
(726 | ) | - | - | (726 | ) | ||||||||||||
| (35,616 | ) | (3,482 | ) | 19,068 | (20,030 | ) | ||||||||||||
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Income before income and mining taxes |
479,179 | (121,869 | ) | 19,068 | 376,378 | |||||||||||||
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Income and mining tax provision |
(157,467 | ) | 44,160 |
a. |
(5,148 | ) |
b. |
(118,455 | ) | |||||||||
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Net income |
321,712 | (77,709 | ) | 13,920 | 257,923 | |||||||||||||
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Preferred stock dividends |
(552 | ) | - | - | (552 | ) | ||||||||||||
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Net income applicable to common stockholders |
$ | 321,160 | $ | (77,709 | ) | $ | 13,920 | $ | 257,371 | |||||||||
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Basic income per common share after preferred dividends |
$ | 0.49 | $ | 0.39 | ||||||||||||||
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Diluted income per common share after preferred dividends |
$ | 0.49 | $ | 0.39 | ||||||||||||||
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Weighted average number of common shares outstanding basic |
651,965 | 651,965 | ||||||||||||||||
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Weighted average number of common shares outstanding diluted |
655,768 | 655,768 | ||||||||||||||||
HECLA MINING COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31, 2024
(dollars and shares in thousands, except per share amounts - unaudited)
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Hecla Historical December 31, 2024 |
Hecla Quebec Inc. Disposal Adjustments (Note 2) |
Pro Forma adjustments |
Pro Forma |
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Sales |
$ | 929,925 | $ | (209,679 | ) |
a. |
$ | — | $ | 720,246 | ||||||||
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Cost of sales and other direct production costs |
548,245 | (150,779 | ) |
a. |
— | 397,466 | ||||||||||||
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Depreciation, depletion and amortization |
183,470 | (72,835 | ) |
a. |
— | 110,635 | ||||||||||||
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Total cost of sales |
731,715 | (223,614 | ) | — | 508,101 | |||||||||||||
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Gross profit |
198,210 | 13,935 | - | 212,145 | ||||||||||||||
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Other operating expenses: |
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General and administrative |
45,405 | (1,863 | ) |
a. |
— | 43,542 | ||||||||||||
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Exploration and pre-development |
27,321 | — | — | 27,321 | ||||||||||||||
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Ramp-up and suspension costs |
43,307 | — | — | 43,307 | ||||||||||||||
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Provision for closed operations and environmental matters |
6,843 | — | — | 6,843 | ||||||||||||||
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Write-down of property, plant and equipment |
14,574 | — | — | 14,574 | ||||||||||||||
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Other operating income |
(45,516 | ) | (1,688 | ) |
a. |
— | (47,204 | ) | ||||||||||
| 91,934 | (3,551 | ) | — | 88,383 | ||||||||||||||
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Income from operations |
106,276 | 17,486 | - | 123,762 | ||||||||||||||
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Other expense: |
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Interest expense |
(49,834 | ) | 520 |
a. |
19,068 |
b. |
(30,246 | ) | ||||||||||
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Fair value adjustments, net |
(2,204 | ) | 5,745 |
a. |
— | 3,541 | ||||||||||||
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Foreign exchange gain |
7,552 | — | — | 7,552 | ||||||||||||||
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Other income, net |
4,426 | — | — | 4,426 | ||||||||||||||
| (40,060 | ) | 6,265 | 19,068 | (14,727 | ) | |||||||||||||
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Income before income and mining taxes |
66,216 | 23,751 | 19,068 | 109,035 | ||||||||||||||
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Income and mining tax provision |
(30,414 | ) | (4,810 | ) |
a. |
(5,148 | ) |
b. |
(40,372 | ) | ||||||||
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Net income |
35,802 | 18,941 | 13,920 | 68,663 | ||||||||||||||
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Preferred stock dividends |
(552 | ) | — | — | (552 | ) | ||||||||||||
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Net income applicable to common stockholders |
$ | 35,250 | $ | 18,941 | $ | 13,920 | $ | 68,111 | ||||||||||
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Basic income per common share after preferred dividends |
$ | 0.06 | $ | 0.11 | ||||||||||||||
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Diluted income per common share after preferred dividends |
$ | 0.06 | $ | 0.11 | ||||||||||||||
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Weighted average number of common shares outstanding basic |
620,848 | 620,848 | ||||||||||||||||
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Weighted average number of common shares outstanding diluted |
622,535 | 622,535 | ||||||||||||||||
HECLA MINING COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31, 2023
(dollars and shares in thousands, except per share amounts - unaudited)
|
Hecla Historical December 31, 2023 |
Hecla Quebec Inc. Disposal Adjustments (Note 2) |
Pro Forma adjustments |
Pro Forma |
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Sales |
$ | 720,227 | $ | (177,678 | ) |
a. |
$ | — | $ | 542,549 | ||||||||
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Cost of sales and other direct production costs |
458,504 | (155,304 | ) |
a. |
— | 303,200 | ||||||||||||
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Depreciation, depletion and amortization |
148,774 | (66,037 | ) |
a. |
— | 82,737 | ||||||||||||
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Total cost of sales |
607,278 | (221,341 | ) | — | 385,937 | |||||||||||||
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Gross profit |
112,949 | 43,663 | — | 156,612 | ||||||||||||||
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Other operating expenses: |
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General and administrative |
42,722 | (2,084 | ) |
a. |
— | 40,638 | ||||||||||||
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Exploration and pre-development |
32,512 | (5,685 | ) |
a. |
— | 26,827 | ||||||||||||
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Ramp-up and suspension costs |
76,252 | (2,228 | ) |
a. |
— | 74,024 | ||||||||||||
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Provision for closed operations and environmental matters |
7,575 | — | — | 7,575 | ||||||||||||||
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Other operating income |
(1,438 | ) | (3,023 | ) |
a. |
— | (4,461 | ) | ||||||||||
| 157,623 | (13,020 | ) | — | 144,603 | ||||||||||||||
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(Loss) income from operations |
(44,674 | ) | 56,683 | — | 12,009 | |||||||||||||
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Other expense: |
||||||||||||||||||
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Interest expense |
(43,319 | ) | 189 |
a. |
19,068 |
b. |
(24,062 | ) | ||||||||||
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Fair value adjustments, net |
2,925 | (1,190 | ) |
a. |
— | 1,735 | ||||||||||||
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Foreign exchange loss |
(3,810 | ) | — | — | (3,810 | ) | ||||||||||||
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Other (expense) income, net |
5,883 | — | — | 5,883 | ||||||||||||||
| (38,321 | ) | (1,001 | ) | 19,068 | (20,254 | ) | ||||||||||||
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Loss before income and mining taxes |
(82,995 | ) | 55,682 | 19,068 | (8,246 | ) | ||||||||||||
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Income and mining tax provision |
(1,222 | ) | (17,838 | ) |
a. |
(5,148 | ) |
b. |
(24,208 | ) | ||||||||
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Net loss |
(84,217 | ) | 37,844 | 13,920 | (32,454 | ) | ||||||||||||
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Preferred stock dividends |
(552 | ) | — | — | (552 | ) | ||||||||||||
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Net loss applicable to common stockholders |
$ | (84,769 | ) | $ | 37,844 | $ | 13,920 | $ | (33,006 | ) | ||||||||
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Basic and diluted loss per common share after preferred dividends |
$ | (0.14 | ) | $ | (0.05 | ) | ||||||||||||
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Weighted average number of common shares outstanding basic and diluted |
605,668 | 605,668 | ||||||||||||||||
HECLA MINING COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of December 31, 2025
(dollars in thousands - unaudited)
|
Hecla Historical December 31, 2025 |
Hecla Quebec Disposition Adjustments (Note 3) |
Pro Forma Adjustments |
Pro Forma |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ | 241,558 | $ | 160,000 |
a.b. |
$ | (263,000 | ) |
h. |
$ | 138,558 | |||||||
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Accounts receivable |
187,340 | (5,091 | ) |
b. |
— | 182,249 | ||||||||||||
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Inventories |
114,785 | (33,098 | ) |
b. |
— | 81,687 | ||||||||||||
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Other current assets |
85,661 | (2,596 | ) |
b. |
— | 83,065 | ||||||||||||
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Total current assets |
629,344 | 119,215 | (263,000 | ) | 485,559 | |||||||||||||
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Investments |
47,842 | 95,245 |
c. |
— | 143,087 | |||||||||||||
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Restricted cash and cash equivalents |
1,174 | — | — | 1,174 | ||||||||||||||
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Properties, plants, equipment and mine development, net |
2,840,827 | (687,496 | ) |
b.d. |
— | 2,153,331 | ||||||||||||
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Operating lease right-of-use assets |
8,859 | — | — | 8,859 | ||||||||||||||
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Other non-current assets |
32,599 | 79,859 |
e. |
— | 112,458 | |||||||||||||
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Total assets |
$ | 3,560,645 | $ | (393,177 | ) | $ | (263,000 | ) | $ | 2,904,468 | ||||||||
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LIABILITIES |
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Current liabilities: |
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Accounts payable and other current accrued liabilities |
$ | 163,811 | $ | (32,581 | ) |
b. |
$ | — | $ | 131,230 | ||||||||
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Finance leases |
7,173 | — | — | 7,173 | ||||||||||||||
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Accrued reclamation and closure costs |
13,795 | — | — | 13,795 | ||||||||||||||
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Accrued interest |
7,678 | — | — | 7,678 | ||||||||||||||
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Other current liabilities |
39,107 | 1,134 |
b.f. |
— | 40,241 | |||||||||||||
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Total current liabilities |
231,564 | (31,447 | ) | — | 200,117 | |||||||||||||
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Accrued reclamation and closure costs |
188,471 | (75,980 | ) |
b. |
— | 112,491 | ||||||||||||
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Long-term debt including finance leases |
268,627 | — | (263,000 | ) |
h. |
5,627 | ||||||||||||
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Deferred tax liability |
246,425 | (88,840 | ) |
b. |
— | 157,585 | ||||||||||||
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Other non-current liabilities |
33,912 | — | — | 33,912 | ||||||||||||||
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Total liabilities |
$ | 968,999 | $ | (196,267 | ) | $ | (263,000 | ) | $ | 509,732 | ||||||||
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STOCKHOLDERS’ EQUITY |
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Preferred stock |
$ | 39 | $ | — | $ | — | $ | 39 | ||||||||||
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Common stock |
169,689 | — | — | 169,689 | ||||||||||||||
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Capital surplus |
2,643,211 | — | — | 2,643,211 | ||||||||||||||
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Accumulated deficit |
(182,143 | ) | (196,910 | ) |
g. |
— | (379,053 | ) | ||||||||||
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Accumulated other comprehensive loss, net |
(3,334 | ) | — | — | (3,334 | ) | ||||||||||||
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Treasury stock |
(35,816 | ) | — | — | (35,816 | ) | ||||||||||||
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Total stockholders’ equity |
2,591,646 | (196,910 | ) | — | 2,394,736 | |||||||||||||
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Total liabilities and stockholders’ equity |
$ | 3,560,645 | $ | (393,177 | ) | $ | (263,000 | ) | $ | 2,904,468 | ||||||||
HECLA MINING COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS OF DOLLARS, UNLESS OTHERWISE NOTED)
Note 1. Basis of Presentation and Description of the Transactions
Basis of Presentation
The unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11. The unaudited pro forma condensed consolidated balance sheet is presented as of December 31, 2025, as if the disposal of Hecla Quebec Inc. occurred on December 31, 2025. The unaudited pro forma condensed consolidated statement of operations for the years ended December 31, 2025, 2024 and 2023 has been prepared as if the disposal had occurred as of January 1, 2023, and exclude the results of Hecla Quebec Inc. for all periods. The disposal will be presented as a discontinued operation in our Consolidated Financial Statements, resulting in unaudited pro forma statement of operations for each of the years ended December 31, 2025, 2024 and 2023, respectively being presented.
The unaudited pro forma condensed consolidated financial statements and explanatory notes have been prepared to illustrate the effects of the Hecla Quebec Inc., sale by Hecla. The unaudited pro forma condensed consolidated financial statements are presented for informational purposes only and do not necessarily indicate the financial results of the disaggregated company had the sale occurred at the beginning of the periods presented, nor do they necessarily indicate the results of operations in future periods or the future financial position of the company. The unaudited pro forma condensed consolidated presentation of the consideration received is preliminary and subject to adjustment. The final allocation of consideration among the derecognized assets and liabilities may differ materially from the amounts shown as of the applicable closing dates.
The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only.
Sale of Hecla Quebec Inc.
On January 26, 2026, we announced that we had entered into a material definitive agreement for the disposal of our Hecla Quebec Inc. subsidiary which owns the Casa Berardi segment to Orezone Gold Corporation ("Orezone") for up to $593 million in total consideration comprised of the following:
|
● |
Cash consideration of $160 million due upon closing; |
|
● |
Equity consideration of approximately 65.8 million Orezone common shares, to be issued upon closing; |
|
● |
Deferred cash consideration of $30 million and $50 million to be paid at 18 months and 30 months, respectively, from closing; and |
|
● |
Contingent consideration of up to $241 million consisting of: |
|
o |
Production-based royalty payments of up to $211 million ($80/ounce for the first 500,000 ounces, then $180/ounce thereafter from open pit operations) |
|
o |
Permit receipt payment of $20 million upon grant of permits |
|
o |
Gold price-linked payment of up to $10 million at gold prices exceeding $4,200/ounce. |
Under the terms of the transaction, (i) Orezone is entitled to reduce future deferred cash payments or contingent royalty payments owed to us if the financial assurance required under Casa Berardi’s updated closure plan exceeds $150.0 million, by 50% of such amount and (ii) On April 24, 2026 a working capital true up adjustment will be made to reflect any difference between actual and targeted working capital agreed upon between Hecla and Orezone.
We intend to utilize the $160 million cash consideration received and existing cash resources to call and redeem the remaining $263 million 7.25% Senior Notes due February 15, 2028 ("Senior Notes"). We issued $475 million Senior Notes on February 19, 2020, and called and redeemed $212 million Senior Notes during 2025.
Note 2. Adjustments to the Unaudited Pro Forma Condensed Consolidated Statement of Operations
The following adjustments correspond to those included in the unaudited condensed consolidated pro forma statements of operations for the years ended December 31, 2025, 2024 and 2023, respectively, based on Management's preliminary accounting assessments which are subject to change.
Hecla Quebec Inc. Disposal Adjustments
|
a. |
Represents the income and expenses eliminated in connection with the disposal of Hecla Quebec Inc. |
Pro Forma Adjustments
|
b. |
Reflects the elimination of interest expense of $19.1 million following repayment of $263 million of Senior Notes and related income and mining tax expense. |
Note 3. Adjustments to the Unaudited Pro Forma Condensed Balance Sheet
The following adjustments correspond to those included in the unaudited condensed consolidated pro forma balance sheet as of December 31, 2025, based on Management's preliminary accounting assessments which are subject to change.
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a. |
Represents the cash proceeds received of $160 million. |
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b. |
Represents the assets and liabilities derecognized which amounted to total assets of $763.8 million and liabilities of $210.6 million, respectively. |
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c. |
Represents the 65,757,265 Orezone shares valued at $95.5 million. |
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d. |
Represents the fair value of the royalty contingent consideration of $22.8 million received, less the $710.2 million properties, plants, equipment and mine development, net disposed of. |
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e. |
Represents the fair value of the deferred cash and contingent consideration of $80.7 million |
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f. |
Represents accrual for estimated transaction costs of $6.0 million, less $4.9 million of other current liabilities disposed of. |
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g. |
Represents the estimated loss on the disposal of $196.9 million, net of estimated transaction cost of $6.0 million, as if the disposal had occurred on December 31, 2025. This loss may not be representative of what will actually be recorded during the year ended December 31, 2026. |
Pro Forma Adjustments
|
h. |
Reflects the repayment of $263 million of Senior Notes utilizing a combination of the $160 million net cash proceeds received and $103 million of existing cash resources. |