Hecla Mining Company, Form 10-Q/A dated March 31, 2004
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
Commission file number 1-8491
HECLA MINING COMPANY
(Exact name of registrant as specified in its charter)
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Delaware |
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82-0126240 |
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| (State or other jurisdiction of | |
| (I.R.S. Employer | |
| incorporation or organization) | |
| Identification No.) | |
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6500 N. Mineral Drive, Suite 200 | |
| Coeur d’Alene, Idaho | |
| 83815-9408 | |
| (Address of principal executive offices) | |
| (Zip Code) | |
208-769-4100
(Registrant’s telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for at least the past 90
days.
Yes XX . No .
Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes XX . No .
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Class |
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Shares Outstanding March 14, 2005 |
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| Common stock, par value
$0.25 per share | |
| 118,393,842 | |
EXPLANATORY NOTE
This Amendment No. 1 on Form
10-Q/A is being filed to amend the Hecla Mining Company Quarterly Report on Form 10-Q for the period ended March 31, 2004 in order
to include two exhibits that were inadvertently omitted under Item 6. In accordance with Rule 12b-15 of the Exchange Act, this
Amendment No. 1 on Form 10-Q/A sets forth the complete text of Item 6 of Part II of the Registrant’s Form 10-Q for the period
ended March 31, 2004, as amended, and also includes new Rule 13a-14(a)/15d-14(a) certifications as Exhibits 31.1 and 31.2.
This Amendment No. 1 on Form
10-Q/A amends only the item of the Quarterly Report as specified above and amends that item solely to reflect the changes
described above. Except for the number of common shares outstanding set forth on the cover page, this Amendment No. 1 on Form
10-Q/A does not update the disclosures presented in the Quarterly Report as originally filed on May 5, 2004 and does not reflect
events occurring after such date. This Amendment No. 1 on Form 10-Q/A is effective for all purposes as of May 5, 2004.
Item 6. Exhibits
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See the exhibit index to this Form 10-Q/A for the list of
exhibits. |
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(b) |
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Reports on Form 8-K filed during the quarter ended March 31, 2004
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Form 8-K dated March 10, 2004, regarding gold production being
withheld from export from Venezuela, pending an administrative review, in a news release. |
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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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HECLA MINING COMPANY |
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(Registrant) | | |
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| Date: March 15, 2005 | |
By | /s/ Phillips S. Baker, Jr. |
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Phillips S. Baker, Jr., President,
Chief Executive Officer and Director | | |
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| Date: March 15, 2005 | |
By | /s/ Lewis E. Walde |
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Lewis E. Walde, Vice President and
Chief Financial Officer | | |
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Index to Exhibits
| 3.1 |
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Certificate of Incorporation of the Registrant as amended to date.
Filed as exhibit 3.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 (File No. 1-8491) and
incorporated herein by reference. |
| 3.2 |
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By-Laws of the Registrant as amended to date. Filed as exhibit
3(ii) to Registrant’s Current Report on Form 8-K dated November 13, 1998 (File No. 1-8491) and incorporated herein by
reference. |
| 4.1(a) |
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Certificate of Designations, Preferences and Rights of Series A
Junior Participating Preferred Stock of the Registrant. Filed as exhibit 4.1(d)(e) to Registrant’s Quarterly Report on Form
10-Q for the quarter ended June 30, 1993 (File No. 1-8491) and incorporated herein by reference. |
| 4.1(b) |
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Certificate of Designations, Preferences and Rights of Series B
Cumulative Convertible Preferred Stock of the Registrant. Filed as exhibit 4.5 to Registrant’s Quarterly Report on Form 10-Q
for the quarter ended June 30, 1993 (File No. 1-8491) and incorporated herein by reference. |
| 4.2 |
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Rights Agreement dated as of May 10, 1996, between Hecla Mining
Company and American Stock Transfer & Trust Company, which includes the form of Rights Certificate of Designation setting
forth the terms of the Series A Junior Participating Preferred Stock of Hecla Mining Company as Exhibit A and the summary of
Rights to Purchase Preferred Shares as Exhibit B. Filed as exhibit 4 to Registrant’s Current Report on Form 8-K dated May 10,
1996 (File No. 1-8491) and incorporated herein by reference. |
| 4.3 |
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Stock Purchase Agreement dated as of August 27, 2001, between
Hecla Mining Company and Copper Mountain Trust. Filed as exhibit 4.3 to Registrant’s Registration Statement on Form S-1 filed
on October 7, 2002 (File No. 333-100395) and incorporated herein by reference. |
| 4.4 |
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Warrant Agreement dated August 2, 2002, between Hecla Mining
Company and Great Basin Gold Ltd. Filed as exhibit 4.4 to Registrant’s Registration Statement on Form S-1 filed on October 7,
2002 (File No. 333-100395) and incorporated herein by reference. |
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| 4.5 |
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Registration Rights Agreement dated August 2, 2002, between Hecla
Mining Company and Great Basin Gold Ltd. Filed as exhibit 4.5 to Registrant’s Registration Statement on Form S-1 filed on
October 7, 2002 (File No. 333-100395) and incorporated herein by reference. |
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Certain instruments defining the rights of holders of long-term
debt of the Registrant and its consolidated subsidiaries, where the total amount of securities authorized under any such
instrument does not exceed 10% of the Registrant’s consolidated total assets, are not filed herewith pursuant to Item
601(b)(ii)(A) of Regulation S-K. The Registrant agrees to furnish a copy of any such instrument to the Commission upon request.
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| 10.2 |
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Employment agreement dated November 6, 2001, between Hecla Mining
Company and Phillips S. Baker, Jr. (Registrant has substantially identical agreements with each of Messrs. Thomas F. Fudge, Jr.,
Michael H. Callahan, Ronald W. Clayton, Lewis E. Walde and Ms. Vicki Veltkamp. Such substantially identical agreements are not
included as separate exhibits.) Filed as exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2003 (File No. 1-8491) and incorporated by herein by reference. (1) |
| 10.3(a) |
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1987 Nonstatutory Stock Option Plan of the Registrant. Filed as
exhibit B to Registrant’s Proxy Statement dated March 20, 1987 (File No. 1-8491) and incorporated herein by reference. (1)
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| 10.3(b) |
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Hecla Mining Company 1995 Stock Incentive Plan, as amended. Filed
as exhibit 99.1 to Registrant’s Preliminary Proxy Statement dated April 8, 2002 (File No. 1-8491) and incorporated herein by
reference. (1) |
| 10.3(c) |
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Hecla Mining Company Stock Plan for Nonemployee Directors, as
amended. Filed as exhibit 99.1 to Registrant’s Preliminary Proxy Statement dated April 8, 2002 (File No. 1-8491) and
incorporated herein by reference. (1) |
| 10.3(d) |
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Hecla Mining Company Key Employee Deferred Compensation Plan.
Filed as exhibit 4.3 to Registrant’s Registration Statement on Form S-8 filed on July 24, 2002 (File No. 333-96995) and
incorporated herein by reference. (1) |
| 10.4(a) |
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Hecla Mining Company Retirement Plan for Employees and
Supplemental Retirement and Death Benefit Plan. Filed as exhibit 10.11(a) to Registrant’s Annual Report on Form 10-K for the
year ended December 31, 1985 (File No. 1-8491) and incorporated herein by reference. (1) |
| 10.4(b) |
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Supplemental Excess Retirement Master Plan Documents. Filed as
exhibit 10.5(b) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 1-8491) and
incorporated herein by reference. (1) |
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| 10.4(c) |
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Hecla Mining Company Nonqualified Plans Master Trust Agreement.
Filed as exhibit 10.5(c) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 1-8491)
and incorporated herein by reference. (1) |
| 10.5 |
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Form of Indemnification Agreement dated May 27, 1987, between
Hecla Mining Company and each of its Directors and Officers. Filed as exhibit 10.15 to Registrant’s Annual Report on Form
10-K for the year ended December 31, 1987 (File No. 1-8491) and incorporated herein by reference. (1) |
| 10.6(a) |
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Summary of the Hecla Mining Company Short-Term Performance Payment
Plan. Filed as exhibit 10.7 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 1-8491)
and incorporated herein by reference. (1) |
| 10.6(b) |
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Written description of objectives for 2004 under the Hecla Mining
Company Performance Payment Plan, which Plan was previously filed as exhibit 10.7 to Registrant’s Annual Report on Form 10-K
for the year ended December 31, 1994 (File No. 1-8491). (1)** |
| 10.6(c) |
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Written description of objectives for the 2004-2006 plan period
under the Hecla Mining Company Executive and Senior Management Long-Term Performance Payment Plan, a description of which Plan was
previously filed as exhibit 10.7(b) to the Registrant’s Form 10-Q/A filed on March 15, 2005, which amended the
Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2003. (1)** |
| 10.7(a) |
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Amended and Restated Golden Eagle Earn-in Agreement between Echo
Bay Mines Ltd. (successor in interest to Newmont Mining Corp./Santa Fe Pacific Gold Corp.) and Hecla Mining Company dated
September 6, 1996. Filed as exhibit 10.11(a) to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September
30, 1996 (File No. 1-8491) and incorporated herein by reference. |
| 10.7(b) |
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Golden Eagle Operating Agreement between Echo Bay Mines Ltd.
(successor in interest to Newmont Mining Corp./Santa Fe Pacific Gold Corp.) and Hecla Mining Company dated September 6, 1996.
Filed as exhibit 10.11(b) to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 (File No.
1-8491) and incorporated herein by reference. |
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| 10.7(c) |
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First Amendment to the Amended and Restated Golden Eagle Earn-in
Agreement effective September 5, 2002, by and between Echo Bay Mines Ltd. and Hecla Mining Company. Filed as exhibit 10.6(c) to
Registrant’s Registration Statement on Form S-1 filed on October 7, 2002 (File No. 333-100395) and incorporated herein by
reference. |
| 10.8 |
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Restated Mining Venture Agreement among Kennecott Greens Creek
Mining Company, Hecla Mining Company and CSX Alaska Mining Inc. dated May 6, 1994. Filed as exhibit 99.A to Registrant’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 1994 (File No. 1-8491) and incorporated herein by reference.
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| 10.9 |
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Credit Agreement dated as of June 25, 1999, among Monarch
Resources Investments Limited as Borrower, Monarch Minera Suramericana, C.A. as an additional obligor and Standard Bank of London
Limited as Collateral and Administrative Agent. Filed as exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999 (File No. 1-8491) and incorporated herein by reference. |
| 10.10 |
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Subordinated Loan Agreement dated June 29, 2000, among Hecla
Mining Company as Borrower and Standard Bank of London Limited as Lender. Filed as exhibit 10.1 to Registrant’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000 (File No. 1-8491) and incorporated herein by reference. |
| 10.11 |
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Subordination Agreement dated June 29, 2000, among Hecla Mining
Company and Standard Bank of London Limited as Senior Creditor and Subordinated Creditor. Filed as exhibit 10.2 to
Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 (File No. 1-8491) and incorporated herein
by reference. |
| 10.12 |
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Stock Purchase Agreement dated February 27, 2001, between Hecla
Mining Company and IMERYS USA, Inc. Filed as exhibit 99 to Registrant’s Current Report on Form 8-K dated March 27, 2001 (File
No. 1-8491) and incorporated herein by reference. |
| 10.13 |
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Real Estate Purchase and Sale Agreement between Hecla Mining
Company and JDL Enterprises, LLC, dated October 19, 2001. Filed as exhibit 10.21 to Registrant’s Annual Report on Form 10-K
for the year ended December 31, 2001 (File No. 1-8491) and incorporated herein by reference. |
| 10.14 |
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Earn-in Agreement dated August 2, 2002, between Hecla Ventures
Corp. and Rodeo Creek Gold Inc. Filed as exhibit 10.19 to Registrant’s Registration Statement on Form S-1 filed on October 7,
2002 (File No. 333-100395) and incorporated herein by reference. |
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| 10.15 |
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Lease Agreement dated September 5, 2002 between Hecla Mining
Company and CVG-Minerven. Filed as exhibit 10.20 to Registrant’s Registration Statement on Form S-1 filed on October 7, 2002
(File No. 333-100395) and incorporated herein by reference. |
| 10.16 |
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Agreement No. C-020 between Minera Hecla Venezolana, C.A. and
Redpath Venezolana, C.A., dated October 31, 2003, for the construction of the La Camorra mine production shaft facility. Filed as
exhibit 10.23 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 1-8491) and
incorporated herein by reference. |
| 10.17(a) |
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Preferred Stock Exchange Agreement between Hecla Mining Company
and Langley Partners L.P., dated November 19, 2003. Filed as exhibit 12(d)(17) to Registrant’s Schedule Tender Offer dated
January 16, 2004 (File No. 5-35201) and incorporated herein by reference. |
| 10.17(b) |
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Preferred Stock Exchange Agreement between Hecla Mining Company
and Cohanzick Credit Opportunities Fund Ltd., dated November 20, 2003. Filed as exhibit 12(d)(18) to Registrant’s Schedule
Tender Offer dated January 16, 2004 (File No. 5-35201) and incorporated herein by reference. |
| 10.17(c) |
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Preferred Stock Exchange Agreement between Hecla Mining Company
and Ariel Fund, Ltd., dated November 20, 2003. Filed as exhibit 12(d)(19) to Registrant’s Schedule Tender Offer dated January
16, 2004 (File No. 5-35201) and incorporated herein by reference. |
| 10.17(d) |
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Preferred Stock Exchange Agreement between Hecla Mining Company
and Gabriel Capital, L.P., dated November 20, 2003. Filed as exhibit 12(d)(20) to Registrant’s Schedule Tender Offer dated
January 16, 2004 (File No. 5-35201) and incorporated herein by reference. |
| 10.17(e) |
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Preferred Stock Exchange Agreement between Hecla Mining Company
and Cohanzick High Yield Partners L.P., dated November 20, 2003. Filed as exhibit 12(d)(21) to Registrant’s Schedule Tender
Offer dated January 16, 2004 (File No. 5-35201) and incorporated herein by reference. |
| 10.17(f) |
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Preferred Stock Exchange Agreement between Hecla Mining Company
and JMB Capital Partners, L.P., dated December 1, 2003. Filed as exhibit 12(d)(22) to Registrant’s Schedule Tender Offer
dated January 16, 2004 (File No. 5-35201) and incorporated herein by reference. |
| 10.17(g) |
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Preferred Stock Exchange Agreement between Hecla Mining Company
and Lonestar Partners, L.P., dated December 1, 2003. Filed as exhibit 12(d)(23) to Registrant’s Schedule Tender Offer dated
January 16, 2004 (File No. 5-35201) and incorporated herein by reference. |
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| 10.17(h) |
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Preferred Stock Exchange Agreement between Hecla Mining Company
and JMB Capital Partners, L.P., dated December 1, 2003. Filed as exhibit 12(d)(24) to Registrant’s Schedule Tender Offer
dated January 16, 2004 (File No. 5-35201) and incorporated herein by reference. |
| 10.17(i) |
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Preferred Stock Exchange Agreement between Hecla Mining Company
and Generic Trading of Philadelphia, LLC, dated December 8, 2003. Filed as exhibit 12(d)(25) to Registrant’s Schedule Tender
Offer dated January 16, 2004 (File No. 5-35201) and incorporated herein by reference. |
| 10.17(j) |
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Preferred Stock Exchange Agreement between Hecla Mining Company
and Smith Barney Inc., dated December 10, 2003. Filed as exhibit 12(d)(26) to Registrant’s Schedule Tender Offer dated
January 16, 2004 (File No. 5-35201) and incorporated herein by reference. |
| 10.17(k) |
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Preferred Stock Exchange Agreement between Hecla Mining Company
and Maxim Group, dated December 17, 2003. Filed as exhibit 12(d)(27) to Registrant’s Schedule Tender Offer dated January 16,
2004 (File No. 5-35201) and incorporated herein by reference. |
| 10.17(l) |
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Preferred Stock Exchange Agreement between Hecla Mining Company
and Generic Trading of Philadelphia, LLC, dated December 30, 2003. Filed as exhibit 12(d)(28) to Registrant’s Schedule Tender
Offer dated January 16, 2004 (File No. 5-35201) and incorporated herein by reference. |
| 10.17(m) |
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Preferred Stock Exchange Agreement between Hecla Mining Company
and JMB Capital Partners, L.P., dated March 19, 2004.* |
| 10.17(n) |
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Preferred Stock Exchange Agreement between Hecla Mining Company
and Langley Partners L.P., dated March 19, 2004.* |
| 10.17(o) |
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Preferred Stock Exchange Agreement between Hecla Mining Company
and Maxim Group, dated March 31, 2004.* |
| 31.1 |
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.** |
| 31.2 |
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.** |
| 32.1 |
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.* |
| 32.2 |
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.* |
_________________
(1) Indicates a management contract or compensatory plan or arrangement.
* Previously filed (or furnished in the case of Exhibits 32.1 and 32.2) as
part of the Registrant’s Form 10-Q for the quarter ended March 31, 2004.
** Filed herewith.
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