HECLA MINING CODE
For the period ended Mar 31, 2024. Filed May 9, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 9, 2024
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Item 4. Controls and Procedures
An evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures as required by Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this report. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures, including controls and procedures designed to ensure that information required to be disclosed by us is accumulated and communicated to our management (including our CEO and CFO), were effective as of March 31, 2024, in assuring them in a timely manner that material information required to be disclosed in this report has been properly recorded, processed, summarized and reported. There were no changes in our internal control over financial reporting during the three months ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Internal control systems, no matter how well designed and operated, have inherent limitations. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation.
On May 3, 2024 we entered into a First Amendment to Credit Agreement (the “First Amendment”), which makes certain changes to our existing Credit Agreement (the “Original Credit Agreement” and the Original Credit Agreement, as amended, modified and supplemented by the First Amendment, the “Credit Agreement”), with the various financial institutions and other persons from time to time party thereto as lenders (the “Lenders”), Bank of Montreal and Bank of America, N.A. as letters of credit issuers, and Bank of America, N.A., as administrative agent for the Lenders and as swingline lender. See Note 7. Debt, Credit Agreement and Leases above for a discussion of our Original Credit Agreement. The Original Credit Agreement remains in effect except for the explicit amendments, modifications and supplements made by the First Amendment. The First Amendment made the following changes to our Original Credit Agreement:
increases the amount available for borrowing to $225 million from $150 million;
extends the maturity date to July 21, 2028 from July 21, 2026 (the maturity date of the Credit Agreement will be accelerated to August 15 2027 if our Senior Notes are not refinanced by that date);
National Bank, TD Securities, Bank of Nova Scotia and ING are added as new Lenders and Credit Suisse AG, New York Branch assigned its interests in the Original Credit Agreement to its affiliate UBS AG, Stamford Branch immediately prior to entering into the First Amendment; and
provided updates and changes to certain of our confidential disclosure statements as discussed in the paragraph immediately below.
The Credit Agreement contains representations and warranties made by us. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that we have exchanged in connection with signing the Original Credit Agreement, with some updates and changes to those confidential disclosure schedules made in connection with the First Amendment. While we do not believe that they contain information securities laws require us to publicly disclose other than information that has already been so disclosed, the disclosure schedules do contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Credit Agreement. Accordingly, you should not rely on the representations and warranties as characterizations of the actual state of facts, since they are modified in important part by the underlying disclosure schedules. The Credit Agreement has been incorporated by reference herein to provide you with information regarding its terms. It is not intended to provide any other factual information about us. Such information about us can be found elsewhere in other public filings we have made with the SEC, which are available without charge at www.sec.gov.
The disclosure schedules contain information that has been included in our general prior public disclosures, as well as potential additional non-public information. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the Amended Credit Agreement, which subsequent information may or may not be fully reflected in public disclosures.
A copy of the First Amendment, which includes as an exhibit thereto the Original Credit Agreement, as amended, modified and supplemented by the First Amendment, is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
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