Exhibit 4.1
Warrant No.
HECLA MINING
COMPANY
SERIES 3 COMMON STOCK PURCHASE
WARRANT
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Warrant Shares:
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Initial
Exercise Date: August 10, 2009
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THIS SERIES 3 COMMON STOCK PURCHASE
WARRANT (this “ Warrant ”) certifies that, for
value received,
(the “ Holder ”) is entitled, upon the terms and
subject to the limitations on exercise and the conditions
hereinafter set forth, at any time on or after August 10, 2009
(the “ Initial Exercise Date ”) and on or prior
to the close of business on the five-year anniversary of the
Initial Exercise Date (the “ Termination Date ”)
but not thereafter, to subscribe for and purchase from Hecla Mining
Company, a Delaware corporation (the “ Company
”), up to
shares (the “ Warrant Shares ”) of Common Stock,
par value $0.25 per share (the “ Common Stock
”), of the Company. The purchase price of one share of Common
Stock under this Warrant shall be equal to the Exercise Price, as
defined in Section 1(b).
Section 1
. Exercise .
a) Exercise of Warrant .
Exercise of the purchase rights represented by this Warrant may be
made, in whole or in part, at any time or times on or after the
Initial Exercise Date and on or before the Termination Date by
delivery to the principal executive office of the Company (or such
other office or agency of the Company as it may designate by notice
in writing to the registered Holder at the address of the Holder
appearing on the books of the Company) of a duly executed facsimile
copy of the Notice of Exercise Form annexed hereto (the “
Notice of Exercise ”); and, within 3 Trading Days of
the date said Notice of Exercise is delivered to the Company, the
Company shall have received payment of the aggregate Exercise Price
of the shares thereby purchased by wire transfer or cashier’s
check drawn on a United States bank. (A “ Trading Day
” is a day on which the New York Stock Exchange is open for
trading.) Notwithstanding anything herein to the contrary, the
Holder shall not be required to physically surrender this Warrant
to the Company until the Holder has purchased all of the Warrant
Shares available hereunder and this Warrant has been exercised in
full, in which case, the Holder shall surrender this Warrant to the
Company for cancellation within 3 Trading Days of the date the
final Notice of Exercise is delivered to the Company. Partial
exercises of this Warrant resulting in purchases of a portion of
the total number of Warrant Shares available hereunder shall have
the effect of lowering the outstanding number of Warrant Shares
purchasable hereunder in an amount equal to the applicable number
of Warrant Shares purchased. The Holder and the Company shall
maintain records showing the number of Warrant Shares purchased and
the date of such purchases. The Company shall deliver any objection
to any Notice of Exercise Form within 2 Business Days of receipt of
such notice. The Holder and any assignee, by acceptance of this
Warrant, acknowledge and
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agree that, by reason of the
provisions of this paragraph, following the purchase of a portion
of the Warrant Shares hereunder, the number of Warrant Shares
available for purchase hereunder at any given time may be less than
the amount stated on the face hereof.
b) Exercise Price . The
exercise price per share of the Common Stock under this Warrant
shall be $2.50 , subject to adjustment hereunder (the
“ Exercise Price ”). Notwithstanding anything
herein to the contrary, in no event shall the Exercise Price be
adjusted to below the per share par value of the Company’s
Common Stock.
c) Cashless Exercise . If at
the time of exercise hereof there is no effective registration
statement registering, or no current prospectus available for, the
resale of the Warrant Shares by the Holder, then this Warrant must
be exercised at such time by means of a “cashless
exercise” in which the Holder shall be entitled to receive a
certificate for the number of Warrant Shares equal to the quotient
obtained by dividing [(A-B)(X)] by (A), where:
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(A)
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=
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the VWAP on the
Trading Day immediately preceding the date of such
election;
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(B)
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=
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the Exercise
Price of this Warrant, as adjusted; and
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(X)
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=
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the number of
Warrant Shares issuable upon exercise of this Warrant in accordance
with the terms of this Warrant by means of a cash exercise rather
than a cashless exercise.
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“ VWAP ” means,
for any date, the price determined by the first of the following
clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average
price of the Common Stock for such date (or the nearest preceding
date) on the Trading Market on which the Common Stock is then
listed or quoted for trading as reported by Bloomberg L.P. (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m.
(New York City time); (b) if the OTC Bulletin Board is not a
Trading Market, the volume weighted average price of the Common
Stock for such date (or the nearest preceding date) on the OTC
Bulletin Board; (c) if the Common Stock is not then listed or
quoted for trading on the OTC Bulletin Board and if prices for the
Common Stock are then reported in the “Pink Sheets”
published by Pink OTC Markets, Inc. (or a similar organization or
agency succeeding to its functions of reporting prices), the most
recent bid price per share of the Common Stock so reported; or
(d) in all other cases, the fair market value of a share of
Common Stock as determined by an independent appraiser selected in
good faith by the Holder and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the
Company.
d) Mechanics of Exercise
.
i. Delivery of Certificates Upon
Exercise . Certificates for shares of Common Stock purchased
hereunder shall be transmitted by the transfer agent of the Company
to the Holder by crediting the account of the Holder’s prime
broker with
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the Depository Trust Company through
its Deposit Withdrawal Agent Commission (“ DWAC
”) system if the Company is a participant in such system and
either (A) there is an effective Registration Statement
permitting the resale of the Warrant Shares by the Holder or
(B) this Warrant is being exercised via cashless exercise, and
otherwise by physical delivery to the address specified by the
Holder in the Notice of Exercise within 3 Trading Days from the
delivery to the Company of the Notice of Exercise Form, surrender
of this Warrant (if required) and payment of the aggregate Exercise
Price as set forth above (including by cashless exercise, if
permitted) (the “ Warrant Share Delivery Date
”). This Warrant shall be deemed to have been exercised on
the date the Exercise Price is received by the Company. The Warrant
Shares shall be deemed to have been issued, and the Holder or any
other person so designated to be named therein shall be deemed to
have become a holder of record of such shares for all purposes, as
of the date this Warrant has been exercised by payment to the
Company of the Exercise Price (or by cashless exercise, if
permitted) and all taxes required to be paid by the Holder, if any,
pursuant to Section 1(d)(vi) prior to the issuance of such
shares, have been paid.
ii. Delivery of New Warrants Upon
Exercise . If this Warrant shall have been exercised in part
and shall not have expired, the Company shall, at the request of
the Holder and upon surrender of this Warrant certificate, at the
time of delivery of the certificate or certificates representing
Warrant Shares, deliver to the Holder a new Warrant evidencing the
rights of the Holder to purchase the unpurchased Warrant Shares
called for by this Warrant, which new Warrant shall in all other
respects be identical with this Warrant.
iii. Rescission Rights . If
the Company fails to cause its transfer agent to transmit to the
Holder a certificate or certificates representing the Warrant
Shares pursuant to this Section 1(d)(i) by the Warrant Share
Delivery Date, then the Holder will have the right to rescind such
exercise.
iv. Compensation for Buy-In on
Failure to Timely Deliver Certificates Upon Exercise . In
addition to any other rights available to the Holder, if the
Company fails to cause its transfer agent to transmit to the Holder
a certificate or certificates representing the Warrant Shares
pursuant to a proper exercise on or before the second Trading Day
following the Warrant Share Delivery Date, and if after such date
the Holder is required by its broker to purchase (in an open market
transaction or otherwise) or the Holder’s brokerage firm
otherwise purchases, shares of Common Stock to deliver in
satisfaction of a sale by the Holder of the Warrant Shares which
the Holder anticipated receiving upon such exercise (a “
Buy-In ”), then the Company shall (1) pay in cash
to the Holder the amount by which (x) the Holder’s total
purchase price (including brokerage commissions, if any) for the
shares of Common Stock so purchased exceeds (y) the amount
obtained by
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multiplying (A) the number of
Warrant Shares that the Company was required to deliver to the
Holder in connection with the exercise at issue times (B) the
price at which the sell order giving rise to such purchase
obligation was executed, and (2) at the option of the Holder,
either reinstate the portion of this Warrant and equivalent number
of Warrant Shares for which such exercise was not honored or
deliver to the Holder the number of shares of Common Stock that
would have been issued had the Company timely complied with its
exercise and delivery obligations hereunder against payment of the
Exercise Price. For example, if the Holder purchases Common Stock
having a total purchase price of $11,000 to cover a Buy-In with
respect to an attempted exercise of shares of Common Stock with an
aggregate sale price giving rise to such purchase obligation of
$10,000, under clause (1) of the immediately preceding
sentence the Company shall be required to pay the Holder $1,000.
The Holder shall provide the Company written notice indicating the
amounts payable to the Holder in respect of the Buy-In and, upon
request of the Company, evidence of the amount of such loss.
Nothing herein shall limit the Holder’s right to pursue any
other remedies available to it hereunder, at law or in equity
including, without limitation, a decree of specific performance
and/or injunctive relief with respect to the Company’s
failure to timely deliver certificates representing shares of
Common Stock upon exercise of this Warrant as required pursuant to
the terms hereof.
v. No Fractional Shares or
Scrip . No fractional shares or scrip representing fractional
shares shall be issued upon the exercise of this Warrant. As to any
fraction of a share which the Holder would otherwise be entitled to
purchase upon such exercise, the Company shall at its election,
either pay a cash adjustment in respect of such final fraction in
an amount equal to such fraction multiplied by the Exercise Price
or round up to the next whole share.
vi. Charges, Taxes and
Expenses . Issuance of certificates for Warrant Shares shall be
made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such
certificate, all of which taxes and expenses shall be paid by the
Company, and such certificates shall be issued in the name of the
Holder or in such name or names as may be directed by the Holder;
provided , however , that in the event certificates
for Warrant Shares are to be issued in a name other than the name
of the Holder, this Warrant when surrendered for exercise shall be
accompanied by the Assignment Form annexed hereto duly executed by
the Holder; and the Company may require, as a condition thereto,
the payment of a sum sufficient to reimburse it for any transfer
tax incidental thereto.
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vii. Closing of Books . The
Company will not close its stockholder books or records in any
manner which prevents the timely exercise of this Warrant, pursuant
to the terms hereof.
Section 2
. Certain Adjustments
.
a) Stock Dividends and Splits
. If the Company, at any time while this Warrant is outstanding:
(A) pays a stock dividend or otherwise make a distribution or
distributions on shares of its Common Stock or any other equity or
equity equivalent securities payable in shares of Common Stock
(which, for avoidance of doubt, shall not include any shares of
Common Stock issued by the Company upon exercise of this Warrant or
by the terms of any preferred stock or other warrant which is
outstanding on the issuance date hereof or issued coincident
herewith), (B) subdivides outstanding shares of Common Stock
into a larger number of shares, (C) combines (including by way
of reverse stock split) outstanding shares of Common Stock into a
smaller number of shares, or (D) issues by reclassification of
shares of the Common Stock any shares of capital stock of the
Company, then in each case the Exercise Price shall be multiplied
by a fraction of which the numerator shall be the number of shares
of Common Stock (excluding treasury shares, if any) outstanding
immediately before such event and of which the denominator shall be
the number of shares of Common Stock outstanding immediately after
such event and the number of shares issuable upon exercise of this
Warrant shall be proportionately adjusted such that the aggregate
Exercise Price of this Warrant shall remain unchanged. Any
adjustment made pursuant to this Section 2(a) shall become
effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in
the case of a subdivision, combination or
re-classification.
b) Subsequent Rights
Offerings . If the Company, at any time while this Warrant is
outstanding, shall issue rights, options or warrants to all holders
of Common Stock (and not to the Holder) entitling them to subscribe
for or purchase shares of Common Stock at a price per share less
than the VWAP at the record date mentioned below, then the Exercise
Price shall be multiplied by a fraction, of which the denominator
shall be the number of shares of the Common Stock outstanding on
the date of issuance of such rights or warrants plus the number of
additional shares of Common Stock offered for subscription or
purchase, and of which the numerator shall be the number of shares
of the Common Stock outstanding on the date of issuance of such
rights or warrants plus the number of shares which the aggregate
offering price of the total number of shares so offered (assuming
receipt by the Company in full of all consideration payable upon
exercise of such rights, options or warrants) would purchase at
such VWAP. Such adjustment shall be made whenever such rights or
warrants are issued, and shall become effective immediately after
the record date for the determination of stockholders entitled to
receive such rights, options or warrants.
c) Pro Rata Distributions .
If the Company, at any time while this Warrant is outstanding,
shall distribute to all holders of Common Stock (and not to the
Holder) evidences of its indebtedness or assets (including cash and
cash dividends) or rights or
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warrants to subscribe for or
purchase any security other than the Common Stock, then in each
such case the Exercise Price shall be adjusted by multiplying the
Exercise Price in effect immediately prior to the record date fixed
for determination of stockholders entitled to receive such
distribution by a fraction of which the denominator shall be the
VWAP determined as of the record date mentioned above, and of which
the numerator shall be such VWAP on such record date less the then
per share fair market value at such record date of the portion of
such assets or evidence of indebtedness so distributed applicable
to one outstanding share of the Common Stock as determined by the
Board of Directors in good faith. In either case the adjustments
shall be described in a statement provided to the Holder of the
portion of assets or evidences of indebtedness so distributed or
such subscription rights applicable to one share of Common Stock.
Such adjustment shall be made whenever any such distribution is
made and shall become effective immediately after the record date
mentioned above.
d) Fundamental Transaction .
If, at any time while this Warrant is outstanding, (A) the
Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company
with or into another person, (B) the Company, directly or
indirectly, effects any sale, lease, license, assignment, transfer,
conveyance or other disposition of all or substantially all of its
assets in one or a series of related transactions, (C) any
direct or indirect purchase offer, tender offer or exchange offer
(whether by the Company or another person) is completed pursuant to
which holders of Common Stock are permitted to sell, tender or
exchange their shares for other securities, cash or property,
(D) the Company, directly or indirectly, in one or more
related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compu