UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ALAMOS GOLD INC.
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(NAME OF COMPANY)
Common Shares
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(TITLE OF CLASS OF SECURITIES)
011 527 108
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(CUSIP NUMBER)
JOHN N. GALBAVY, with copy to:
ASSISTANT CORPORATE SECRETARY John Bitner
Hecla Mining Company Bell Boyd & Lloyd LLC
6500 North Mineral Drive 70 W. Madison Street
Suite 200 Suite, 3100
Coeur d'Alene, Idaho Chicago, Illinois
83815-9408 60602
(208) 769-4100 (312) 372 - 1121
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
January 17, 2005
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subsequent class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 011 527 108
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
HECLA MINING COMPANY 82-0126240
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2. Check the Appropriate Box if a Member of a Group (See instructions)
(a) [ ] (b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions) WC
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5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization DELAWARE
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Number of Shares 7. Sole Voting Power 0
Beneficially by Owned --------------------------------------------------------
by Each Reporting 8. Shared Voting Power 7,232,000
Person With --------------------------------------------------------
9. Sole Dispositive Power 0
--------------------------------------------------------
10. Shared Dispositive Power 7,232,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 7,232,000
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13. Percent of Class Represented by Amount in Row (11) 9.4%
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14. Type of Reporting Person CO
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Page 2 of 13
CUSIP No. 011 527 108
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
2056672 ONTARIO LIMITED
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2. Check the Appropriate Box if a Member of a Group (See instructions)
(a) [ ] (b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions) WC
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5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization ONTARIO, CANADA
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Number of Shares 7. Sole Voting Power 0
Beneficially by Owned --------------------------------------------------------
by Each Reporting 8. Shared Voting Power 7,232,000
Person With --------------------------------------------------------
9. Sole Dispositive Power 0
--------------------------------------------------------
10. Shared Dispositive Power 7,232,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 7,232,000
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13. Percent of Class Represented by Amount in Row (11) 9.4%
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14. Type of Reporting Person CO
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Page 3 of 13
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the common shares ("Common Shares") of Alamos Gold
Inc. ("Alamos"). The principal executive offices of Alamos are located at 110
Yonge Street, Suite 1503, Toronto, Ontario, Canada, M5C 1T4.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being jointly filed by Hecla Mining Company ("Hecla") and
2056672 Ontario Limited ("Hecla Subsidiary"). Hecla is a corporation organized
under the laws of the State of Delaware, with its principal place of business
located at 6500 North Mineral Drive, Suite 200, Coeur d'Alene, Idaho,
83815-9408. Hecla Subsidiary is organized under the laws of Ontario, Canada, and
its registered office address is 181 Bay Street, Suite 1800, Toronto, Canada,
M5J 2T9. Hecla is a domestic and international gold and silver producer with
operations, development projects and exploration activities in the United
States, Mexico and Venezuela. Because of the parent-subsidiary relationship,
Hecla and Hecla Subsidiary share voting and dispositive power over such shares.
The name, citizenship, present principal occupation or employment and business
address of each director and executive officer of Hecla and Hecla Subsidiary are
set forth in Schedule A attached hereto and incorporated by reference herein.
Neither Hecla nor Hecla Subsidiary nor any of its executive officers or
directors has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting, or
mandating activities subject to, Federal or State securities laws or a finding
of any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Hecla Subsidiary acquired all of the Common Shares with cash from working
capital. Total consideration paid for the shares equals $25,921,960 Canadian
dollars (approximately $20,932,389 US dollars).
ITEM 4. PURPOSE OF TRANSACTION
The Common Shares were acquired for investment purposes. Depending on future
evaluations of the Common Shares, the business of Alamos and other factors
including but not limited to general and economic factors, and subject to
applicable legal and contractual restrictions, Hecla and Hecla Subsidiary may
retain or, from time to time, increase their holdings or dispose of all or a
portion of their holdings. Hecla and Hecla Subsidiary do not have any present
plans or proposals which relate to or would result in: (a) the acquisition by
them of additional securities of Alamos, or the disposition of securities of
Alamos; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Alamos or any of its subsidiaries; (c)
a sale or transfer of a material amount of assets of Alamos or any of its
subsidiaries; (d) any change in the present board of directors or management of
Alamos, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of Alamos; (f) any other
material change in Alamos' business or corporate structure; (g) changes in the
Alamos' charter, bylaws
Page 4 of 13
or instruments corresponding thereto or other actions which may impede the
acquisition of control of Alamos by any person; (h) causing a class of
securities of Alamos to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
Alamos becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or (j) any action similar to any of those enumerated above;
except in each case as provided in Items 6 and 7 below.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Hecla and Hecla Subsidiary each may be deemed to be the beneficial owner of
7,232,000 Common Shares, which represents approximately 9.4% of the outstanding
Common Shares. To the best of Hecla and Hecla Subsidiaries knowledge, none of
their directors or executive officers owns any Common Shares of Alamos.
(b) The number of Common Shares of Alamos that may be deemed to be beneficially
owned by Hecla and Hecla Subsidiary with respect to which there is (i) sole
voting power is none (ii) shared voting power is 7,232,000, (iii) sole
dispositive power is none and (iv) shared dispositive power is 7,232,000. Hecla
Subsidiary is a wholly owned Canadian subsidiary of Hecla, which assists Hecla
in the management and transaction of its business affairs in Canada.
(c) To the best of Hecla and Hecla Subsidiary's knowledge, none of their
directors or executive officers have made any transactions in the Common Shares
in the past 60 days. Hecla Subsidiary acquired 4,000,000 shares on January 17,
2005 through a broker over the Toronto Stock Exchange for $4.00 Canadian dollars
(approximately $3.29 US dollars) per share.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Hecla and Alamos executed a non-disclosure agreement dated August 9, 2004
that contains certain provisions relating to the acquisition and voting of
Common Shares which is attached hereto as Exhibit 2 and incorporated in its
entirety herein. To the best of Hecla's and Hecla Subsidiary's knowledge, none
of their directors or executive officers have any other contract, arrangement,
understanding or relationship with any person with respect to any securities of
Alamos.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Joint Filing Agreement dated the date of the filing.
Exhibit 2 - Non-disclosure agreement between Hecla and Alamos dated
August 9, 2004.
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the
undersigns certify that the information set forth in this statement is true,
complete and correct.
Page 5 of 13
Dated: January 25, 2005
Hecla Mining Company
By: /s/ John N. Galbavy
--------------------------------
John N. Galbavy
Assistant Corporate Secretary
2056672 Ontario Limited
By: /s/ James G. Matthews
--------------------------------
James G. Matthews
President, Secretary & Director
Page 6 of 13
SCHEDULE A
The name, present principal occupation, address of business in which such
principal occupation is conducted and citizenship of each director and executive
officer of Hecla Mining Company ("Hecla") and 2056672 Ontario Limited ("Hecla
Subsidiary") are set forth below. The business address for each person listed
below is, unless otherwise noted, c/o Hecla Mining Company, 6500 North Mineral
Drive, Suite 200, Coeur d'Alene, Idaho, 83815-9408.
PRESENT PRINCIPAL ADDRESS OF BUSINESS IN WHICH
NAME TITLE OCCUPATION PRINCIPAL OCCUPATION CONDUCTED CITIZENSHIP
Phillips S. Baker, President, Chief President and Chief See above. United States
Jr. Executive Officer & Executive Officer of Hecla
Director
Ian Atkinson Vice President - Vice President - See above. United Kingdom &
Exploration & Exploration and Strategy Canada
Strategy of Hecla
Michael H. Callahan Vice President - Vice President - Corporate See above. United States
Corporate Development of Hecla
Development
Ronald W. Clayton Vice President - Vice President - North See above. United States
North American American Operations of
Operations Hecla
Thomas F. Fudge, Vice President - Vice President - See above. United States
Jr. Operations Operations of Hecla
Vicki Veltkamp Vice President Vice President - Investor See above. United States
Investor Relations Relations of Hecla
Lewis E. Walde Vice President and Vice President and Chief See above. United States
Chief Financial Financial Officer of Hecla
Officer
Arthur Brown Chairman of the Chairman of Hecla See above. United States
Board
David J. Director of Hecla Consultant 3916 Kingridge Drive
Christensen San Mateo, CA 94403
John E. Clute Director of Hecla Professor of Law, Gonzaga 721 N. Cincinnati St. United States
University School of Law Spokane, WA 99220
Joe Coors, Jr. Director of Hecla Retired 2981 Kendrick St. United States
Golden, CO 80401
Ted Crumley Director of Hecla Executive Vice President & 1111 West Jefferson Street United States
CFO - OfficeMax Boise, ID 83728
Charles L. McAlpine Director of Hecla Retired 17 Britton Trail Canada
Aurora, Ontario L4G 7S8
Canada
Jorge E. Ordonez C. Director of Hecla President & Chief Ave. Paseo Palmas 735 - 205 Mexico
Executive Officer of Torre Palmas
Ordonez Professional, S.C. Lomas de Chapultepec
11000, Mexico, D.F.
Dr. Anthony P. Director of Hecla President, Chief Executive 970 Caughlin Crossing, Suite 100 United Kingdom
Taylor Officer & Director of Gold Reno, NV 89509
Summit Corporation
James G. Matthews President, Attorney 1800- 181 Bay St., BCE Pl, Box 754 Canada
Secretary & Toronto, ON, Canada M5J 2T9 Canada
Director of Hecla
Subsidiary
Page 7 of 13
Exhibit 1
JOINT FILING AGREEMENT
Pursuant to paragraph (iii) of Rule 13d-1(k)(1) promulgated by the Securities
and Exchange Commission (the "Commission") under the Securities Exchange Act of
1934, as amended, each of the undersigned hereby agrees that the statement on
Schedule 13D to which this Agreement shall be attached as an exhibit, including
all amendments thereto, shall be filed with the Commission on behalf of each of
the undersigned.
Dated: January 25, 2005
Hecla Mining Company
By: /s/ John N. Galbavy
-------------------------------
John N. Galbavy
Assistant Corporate Secretary
2056672 Ontario Limited
By: /s/ James G. Matthews
-------------------------------
James G. Matthews
President, Secretary & Director
Page 8 of 13
Exhibit 2
Non-Disclosure Agreement
ALAMOS GOLD INC.
#1503 - 110 YONGE STREET
TORONTO, ONTARIO M5C 1T4
(416) 368-9932
August 9, 2004
Dear Sirs:
RE: ALAMOS GOLD INC. - SALAMANDRA PROPERTY, MEXICO
NON-DISCLOSURE AGREEMENT
Further to our recent discussions, Hecla Mining Company and its
affiliates (hereinafter with its associates referred to as "Hecla" or "you"),
has expressed an interest in reviewing certain information that is in written or
digital form relating to Alamos Gold Inc.'s ("we" or "our") Salamandra Property
located in Sonora, Mexico (the "Property").
We are a publicly traded company with our shares listed on The Toronto
Stock Exchange. Accordingly, there are numerous parties who have an interest in
the manner in which you deal with any confidential information about us or
pertaining to the Property including, without limitation, financial information,
reports, records, assay results, calculation, maps, charts, samples, core,
documents and all other information or data ("Evaluation Material") which may be
provided to you by Alamos Gold Inc., or its subsidiaries (hereinafter referred
to as "Alamos" or "us").
You have represented to us that you are acting as principal in
connection with your review of the Evaluation Material and not as agent or
broker for any other person. In consideration of Alamos disclosing, or causing
to be disclosed, such information or data to you, you and we hereby agree to the
terms and conditions set forth below.
1. You agree that any Evaluation Material furnished or to be furnished to
you by or on behalf of Alamos is confidential and proprietary to us and will not
be duplicated, retained or distributed by you, and that such Evaluation Material
will remain our property and will be kept confidential by you provided, however,
that disclosure of such Evaluation Material may be made to Hecla's legal,
financial, investment and technical advisors or others which Alamos may
specifically consent in writing from time to time.
2. You are hereby acknowledge that you are aware (and that your agents who
are apprised of this matter have been, or upon becoming so apprised will be,
advised) of the restrictions imposed by the securities laws and other applicable
domestic and foreign laws relating to the possession and use of material
non-public information about a public company including, without limitation,
trading in securities of a public company. You will be responsible for any
unauthorized use or disclosure of Evaluation Material by your
Page 9 of 13
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Affiliates and agents and we will not be required to first assert claims against
such persons as a condition of seeking or obtaining a remedy against you.
3. This Agreement shall terminate or be inoperative as to particular
portions of the Evaluation Material only if such Evaluation Material:
a. becomes generally available to the public other than as a
result of a disclosure by you or your agents; or
b. is in the public realm at the time of the disclosure of such
Evaluation Material by Alamos to you or later becomes
generally known, in either case other than as a result of
disclosure in violation of the terms of this agreement by you
or your agents after the date hereof; or
c. was developed by you independent of any disclosure by Alamos
or was available to you on a non-confidential basis prior to
its disclosure by Alamos; or
d. becomes available to you on a non-confidential basis from a
person other than Alamos provided that you and (so far as you
are aware after reasonable inquiry) that person are not in
violation of a confidentiality obligation owed to Alamos of
which you have been made aware; or
e. is required to be disclosed by law, provided you give us
immediate notice of such requirement so that we can seek a
protective order or other protection against disclosure, with
respect to which you will use your best efforts to assist us,
providing always that nothing in this agreement will prevent
you from good faith compliance with your disclosure
obligations under applicable securities law.
4. Alamos shall not be deemed to make or have made any representation or
warranty as to title to or ownership of the Property or to the accuracy or
completeness of any Evaluation Material furnished hereunder and shall have no
obligation to revise or update any Evaluation Material previously provided to
you hereunder. Our delivery of Evaluation Material to you now in existence is
being made on an AS IS basis and in its current condition. You agree that
neither Alamos nor any agent of Alamos shall have any liability to you or any of
your Affiliates (as hereinafter defined) and agents resulting from the use, in
accordance with the provisions hereof, of the Evaluation Material by you and
your agents. Evaluation Material relating to our Property may be subject to
confidentiality requirements imposed under agreements with third parties, and
disclosure of the same to you may require a prior agreement from you agreeing to
be bound to such third parties in accordance with such confidentiality
requirements.
5. In addition, except as required by applicable law or stock exchange
listing agreements as such requirements are determined by its counsel, you agree
that, without the prior written consent of Alamos, neither you nor your
Affiliates and agents will
Page 10 of 13
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disclose to any person either the fact that discussions or negotiations are
taking place concerning a Transaction involving you and Alamos or any of the
terms, conditions or other facts with respect to any such possible transaction
including the status thereof.
6. You, for yourself, your successors and assigns, further agree that for
a period of two years from the date of this agreement, neither you nor any of
your Affiliates or agents (regardless of whether such person or entity is an
Affiliate or agent on the date hereof) will, without the prior approval of a
majority of the directors of Alamos who are independent of your company or any
such Affiliate or agent:
a. acquire, directly or indirectly, by purchase or otherwise,
individually or jointly or in concert with any other person
(as that expression is used in the SECURITIES ACT (British
Columbia), any voting securities or securities convertible
into or exchangeable for voting securities, or direct or
indirect rights or options to acquire any voting securities,
of Alamos representing more than 10% of the outstanding voting
securities of Alamos without our prior written consent;
b. directly or indirectly, make, or in any way participate, in
any solicitation of proxies to vote, or seek to advise or
influence any other person with respect to the voting of any
voting securities of Alamos;
c. form, join or in any way participate in a "group" within the
meaning of the United States Securities Exchange Act of 1934,
as amended, with respect to any voting securities of Alamos;
or
d. otherwise act alone or in concert with others to seek to
control the management, board of directors or corporate
policies of Alamos.
7. You acknowledge that Alamos would not have an adequate remedy at law
for money damages in the event that this agreement was not performed in
accordance with its terms and therefore agree that Alamos shall be entitled to
specific enforcement of the terms hereof in addition to any other remedy to
which it may be entitled, at law or in equity.
8. If you desire to visit any area comprised in the Property which is not
included in your initial visit, you will notify us in writing and we will use
reasonable efforts to arrange a site visit in the company of our
representatives. Any information obtained by you as a result of such visit will
be deemed part of the Evaluation Material. You will bear your own costs and
expenses in connection with any site visit and assume risk of harm to your
person and property, except to the extent caused by negligent, reckless or
intentional misconduct of Alamos or its authorized representatives during such
site visit.
9. You agree to defend, indemnify and hold Alamos harmless from any and
all liability arising from your unauthorized disclosure of Information by you to
a third party. You further agree to defend, indemnify, and hold Alamos harmless
from any and all liability arising:
Page 11 of 13
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a. from injury to you or your representatives or harm to your or
your representative's property incurred during the course of
any visit to the Property except to the extent caused by
negligent, reckless or intentional misconduct or Alamos or its
authorized representatives; and
b. from injury to person or property of Alamos, its employees, or
agents, or any third party, arising from your negligent acts
or omissions during any such visit.
10. It is further understood and agreed that no failure or delay by Alamos
in exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any other
right, power or privilege hereunder.
11. You agree to comply with applicable federal, state, and local safety
regulations and the rules and requirements during the course of any such visit.
12. The term "person" as used herein shall be interpreted very broadly and
shall include without limitation any corporation, company, partnership or
individual. The terms "affiliate and associate" shall have the meaning set forth
in the SECURITIES ACT (British Columbia).
13. This agreement shall be governed and construed in accordance with the
laws of the Province of British Columbia and any proceeding relating to or
arising as a consequence of this agreement will be commenced or maintained only
in the Courts of British Columbia to which Courts each party hereby irrevocably
attorns.
14. This agreement is in addition to, and not in substitution for or in
derogation of, Alamos's rights at law or in equity arising in any way in
connection with the disclosure of Evaluation Material by Alamos in connection
with the Transaction.
15. If any covenant or provision herein is determined to be void or
unenforceable in whole or in part it shall be deemed to be severable and it
shall not affect or impair the enforceability or validity of any other covenant
or provision of this agreement or any part thereof.
16. No waiver of any particular requirement hereunder shall be construed as
a general waiver of this agreement and any failure or delay by Alamos in
enforcing its rights with respect to any particular breach of this agreement
shall not limit or affect the rights of Alamos to enforce such rights with
respect to any other breach of this agreement.
17. You hereby represent and warrant to us that the person executing this
agreement on your behalf has the authority to act for and to bind you to this
agreement and this agreement shall be binding on you and your successors and
assigns.
Page 12 of 13
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18. If you are in agreement with the foregoing, please sign and return one
copy of this letter, which will then constitute our agreement with respect to
the subject matter hereof as of the date first written above.
Yours truly,
ALAMOS GOLD INC.
Per:
/s/ John A. McCluskey
-------------------------------
Authorized Signatory
Confirmed and Agreed to by:
HECAL MINING COMPANY
Per: /s/ Michael H. Callahan
--------------------------------------
Michael H. Callahan
Vice President - Corporate Development
Page 13 of 13