UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
___________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported) May 5, 2015
REVETT MINING COMPANY, INC.
(Exact name of small business issuer in its charter)
Delaware |
46-4577805 |
(State or other jurisdiction of
incorporation) |
(IRS Employer Identification No.)
|
11115 East Montgomery, Suite G
Spokane Valley, Washington
99206
(Address of principal executive offices)
Registrants telephone number: (509) 921-2294
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligations of the registrant
under any of the following provisions (see General instructions A.2. below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[X] Soliciting material pursuant to Rule 14 a-12 under the
Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 8.01 Other Events
On May 5, 2015, Revett Mining
Company (the Company) issued a news release announcing the Companys first
quarter 2015 financial results. The news release is attached hereto as Exhibit
99.1 to this Form 8-K.
As disclosed in Exhibit 99.1, the
Company also announced that Hecla has filed a registration statement on Form S-4
with the SEC that constitutes both the Revett proxy statement and a prospectus
of Hecla. Revett and Hecla plan to mail the proxy statement/prospectus on or
about May 8, 2015 to Revett's stockholders of record on May 4, 2015. The special
meeting of Revett stockholders to vote on the proposed merger has been scheduled
for June 12, 2015.
Item 9.01. Financial Statements and Exhibits.
99.1 News Release, dated May 5, 2015.
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
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REVETT MINING COMPANY, INC. |
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Date: May 5, 2015 |
By: |
/s/
John Shanahan |
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John Shanahan |
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President and Chief Executive Officer
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Exhibit 99.1
Revett Reports Q1 2015 Financial and Operating Results
SPOKANE VALLEY, WA
May 5, 2015 -- Revett Mining
Company, Inc. (NYSE MKT:RVM / TSX:RVM) announced today its consolidated
operating and financial results for the first quarter ended March 31, 2015. The
financial results are based on US GAAP and all currencies are in United States
dollars unless otherwise indicated.
First Quarter 2015 Summary:
- Cash and short term investments as at March 31, 2015 were $0.7 million
compared to $2.9 million as at December 31, 2014.
- Net loss for the first quarter of 2015 was $2.5 million, or $0.06 per
share basic. Net loss for the first quarter of 2014 was $.8 million or $0.02
per share basic.
- An orderly shutdown of mining and milling operations at the Troy mine and
the transition to care and maintenance were completed during February 2015.
The Company is continuing its efforts to obtain permits and approvals for its
Rock Creek project. The U.S. Forest Service is expected to issue a Draft
Supplemental Environmental Impact Statement for public comment in mid- 2015.
- As previously reported, the Company has entered into an agreement and plan
of merger dated March 26, 2015 with Hecla Mining Company and Heclas
wholly-owned merger subsidiary, RHL Holdings, Inc. pursuant to which, and
subject to Revett stockholder approval, a subsidiary of Hecla will be merged
with and into Revett (with Revett surviving the merger as a wholly-owned
subsidiary of Hecla) and each outstanding share of common stock of Revett will
be exchanged for 0.1622 of a share of common stock of Hecla.
- As previously reported, the Company entered into a loan and security
agreement with Hecla on April 17, 2015. The term loan is secured by a mortgage
on lands owned by the Companys Revett Holdings, Inc. second-tier subsidiary
and allows the Company to borrow up to $1.5 million at Libor plus 5%. The term
loan matures on June 30, 2015.
Consolidated Financial Results
As at March 31, 2015 the Company has working capital of
negative $0.8 million. Due to suspension of mining operations because of lower
metals prices, the Company was unable to generate expected revenues which
resulted in a net loss. The net loss for the first quarter of 2015 reflects costs related to mining
activities in January and shutdown of mining and milling operations in February,
2015.
Selected Financial Highlights:
|
Q1 2015 |
Q1 2014 |
|
|
|
Revenue |
$2.3m |
$.006m |
Working Capital
|
($0.8m) |
$11.8m |
Net loss |
($2.5m) |
($0.8m) |
EPS (basic) |
($0.06) |
($0.02) |
EPS (fully
diluted) |
($0.06) |
($0.02) |
Cash & short
term investments |
$0.7m |
$9.0m |
As previously reported, Revett and Hecla Mining Company (and
Heclas wholly-owned merger subsidiary, RHL Holdings, Inc.) have entered into an
agreement and plan of merger pursuant to which Hecla will acquire Revett. Hecla
has filed a registration statement on Form S-4 with the SEC that constitutes
both the Revett proxy statement and a prospectus of Hecla. Revett and Hecla plan
to mail the proxy statement/prospectus on or about May 8, 2015 to Revett's
stockholders of record on May 4, 2015. The special meeting of Revett
stockholders to vote on the proposed merger has been scheduled for June 12,
2015.
Investors and shareholders are urged to read the proxy
statement/prospectus and other relevant documents filed or to be filed carefully
when they become available because they will contain important information about
Revett, Hecla, the merger and related matters. Investors and shareholders will
be able to obtain free copies of the proxy statement/prospectus and other
documents filed with the SEC by Revett and Hecla through the website maintained
by the SEC at www.sec.gov. In addition, investors and shareholders will be able
to obtain free copies of the proxy statement/prospectus and other documents
filed by Revett with the SEC by contacting Revett's Investor Relations
department by calling (509) 921-2294 or (866) 821-2294, and will be able to
obtain free copies of the proxy statement/prospectus and other documents filed
by Hecla at Hecla Mining Company; Investor Relations; 1-800 HECLA91
(1-800-432-5291); hmc-info@hecla-mining.com.
Hecla and Revett and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the shareholders of Revett in respect of the transaction described the Proxy
Statement/Prospectus. Information regarding the persons who may, under the rules
of the SEC, be deemed participants in the solicitation of the shareholders of
Revett in connection with the proposed transaction, including a description of
their direct or indirect interests, by security holdings or otherwise, will be
set forth in the Proxy Statement/Prospectus when it is filed with the SEC.
Information regarding Hecla's directors and executive officers is contained in
Hecla's Annual Report on Form 10-K for the year ended December 31, 2014 and its
Proxy Statement on Schedule 14A, dated April 8, 2014, which are filed with the
SEC. Information regarding Revett's directors and executive officers is
contained in Revett's Annual Report on Form 10-K for the year ended December 31,
2014 and its Proxy Statement on Schedule 14A, dated May 6, 2014, which are filed
with the SEC.
About Revett
Revett, through its subsidiaries, owns and operates the Troy
mine currently on care and maintenance in Lincoln County, Montana and the
permitting-stage Rock Creek Project located in Sanders County, Montana, USA.
John Shanahan
President and Chief Executive Officer
For more information, please contact:
Ken Eickerman, Chief Financial Officer or Monique Hayes,
Corporate Secretary/Director Investor Relations at (509) 921-2294 or visit our
website at www.revettminerals.com.
Except for the statements of historical fact contained herein,
the information presented in this news release may contain "forward-looking
statements" within the meaning of applicable Canadian securities legislation and
The Private Securities Litigation Reform Act of 1995. Generally, these forward
looking statements can be identified by the use of forward-looking terminology
such as "plans", "expects", or "does not expect", "is expected", "is not
expected", "budget", "schedule", "estimates", "forecasts", "intends",
"anticipates", "or does not anticipate" or "believes" or variations of such
words and phrases or state that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be achieved".
Forward-looking statements contained in this news release include but are not
limited to those relating to the completion of the merger, the risk that the
permitting process for the Rock Creek project could be more difficult than
anticipated and our expectation that the SEIS will be issued by mid-year for
public comment. Forward looking statements are necessarily based upon a
number of estimates and assumptions that, while considered reasonable by
management, are inherently subject to significant business and economic
uncertainties, risks and contingencies and those factors discussed in the
section entitled "Risk Factors" in the Companys Form 10-K filed on March 30,
2015 with the Securities and Exchange Commission (SEC) and also filed on SEDAR
at www.sedar.com. Although the Company has attempted to identify important
factors that could cause actual results to differ materially, there may be other
factors that cause results not to be as anticipated, estimated or intended.
There can be no assurance that such statements will prove to be accurate results
and future events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking statements. Revett Mining Company does not undertake to update
any forward-looking statements except as required by applicable securities
laws.
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