As filed with the Securities and Exchange Commission
on March 25, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
Form F-10
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
___________________________________
ALEXCO RESOURCE CORP.
(Exact name of Registrant as specified in its
charter)
| British Columbia, Canada |
1040 |
91-0742812 |
| (Province or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
| |
|
|
Suite 1225, Two Bentall Centre, 555 Burrard
Street, Box 216
Vancouver, British Columbia, V7X 1M9 Canada
(604) 633-4888
(Address and telephone number of Registrant’s
principal executive offices)
Registered Agent Solutions, Inc.
3400 Capitol Boulevard SE, Suite 101
Tumwater, Washington 98501
(800) 547-7007
(Name, address (including zip code) and telephone
number (including area code) of agent for service in the United States)
___________________________________
Copies to:
|
Jason K. Brenkert, Esq.
Dorsey & Whitney LLP
1400 Wewatta Street, Suite 400
Denver, CO 80202-5549
(303) 629-3400 |
___________________________________
Approximate date of commencement of proposed
sale to the public:
From time to time after the effective date of this
registration statement.
Province of British Columbia, Canada
(Principal
jurisdiction regulating this offering)
___________________________________
It is proposed that this filing shall become effective
(check appropriate box below):
| A. | ¨ upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being
made contemporaneously in the United States and Canada). |
| B. | x at some future date (check appropriate box below) |
| 1. | ¨ pursuant to Rule 467(b) on ( ) at ( ) (designate a time not sooner than seven calendar days after
filing). |
| 2. | ¨ pursuant to Rule 467(b) on ( ) at ( ) (designate a time seven calendar days or sooner after filing)
because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on ( ). |
| 3. | ¨ pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant
or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued
with respect hereto. |
| 4. | x after the filing of the next amendment to this Form (if preliminary material is being filed). |
If any of the securities being registered on this
form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures,
check the following box. x
The Registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the registration statement shall become effective as provided in Rule
467 under the Securities Act of 1933 or on such date as the Commission, acting pursuant to Section 8(a) of the Act, may determine.
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES
OR PURCHASERS
The information contained herein
is subject to completion and amendment. A registration statement relating to these securities has been filed with the United States Securities
and Exchange Commission. These securities may not be offered or sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This short form prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any state of the United States in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state of the United States.
SUBJECT TO COMPLETION, DATED MARCH
25, 2022
Prospectus Dated , 2022
ALEXCO RESOURCE CORP.
Suite 1225, Two Bentall Centre, 555 Burrard Street,
Vancouver, British Columbia, V7X 1M9
CDN$100,000,000
COMMON SHARES
WARRANTS
SUBSCRIPTION RECEIPTS
UNITS
Alexco Resource Corp. (the "Company"
or "Alexco") may offer and issue from time to time, the securities listed above or any combination thereof with the aggregate
initial offering price not to exceed Cdn$100,000,000 during the 25 month period that this short form base shelf prospectus (this "Prospectus"),
including any amendments thereto, remains effective. The Company's securities may be offered separately or together, in amounts, at prices
and on terms to be determined based on market conditions at the time of sale and set forth in an accompanying shelf prospectus supplement
("Prospectus Supplement").
The specific terms of the securities offered in
a particular offering will be set out in the applicable Prospectus Supplement and may include, where applicable (i) in the case of common
shares, the number of common shares offered, the offering price and any other specific terms; (ii) in the case of warrants, the designation,
number and terms of the securities issuable upon exercise of the warrants, any procedures that will result in the adjustment of these
numbers, the exercise price, dates and periods of exercise, the currency in which the warrants are issued and any other specific terms;
(iii) in the case of subscription receipts, the designation, number and terms of the securities issuable upon satisfaction of certain
release conditions, any procedures that will result in the adjustment of these numbers, any additional payments to be made to holders
of subscription receipts upon satisfaction of the release conditions, the terms of the release conditions, the terms governing the escrow
of all or a portion of the gross proceeds from the sale of the subscription receipts, terms for the refund of all or a portion of the
purchase price for the subscription receipts in the event that the release conditions are not met or any other specific terms; and (iv)
in the case of units, the designation, number and terms of the common shares, warrants or subscription receipts comprising the units.
A Prospectus Supplement may include specific variable terms pertaining to the above-described securities that are not within the alternatives
or parameters set forth in this Prospectus.
All shelf information permitted under applicable
securities laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers
together with this Prospectus to the extent required by applicable securities laws. Each Prospectus Supplement will be incorporated by
reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the
purposes of the distribution of the securities to which the Prospectus Supplement pertains.
This offering is made by a Canadian issuer
that is permitted under a multijurisdictional disclosure system adopted by the United States and Canada ("MJDS") to prepare
this Prospectus in accordance with Canadian disclosure requirements. Prospective investors in the United States should be aware that such
requirements are different from those of the United States. The annual financial statements included or incorporated by reference herein
have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards
Board ("IFRS") and the interim financial statements included or incorporated by reference herein have been prepared in accordance
with IAS 34 Interim Financial Reporting and may not be comparable to financial statements of United States companies. Alexco's financial
statements are subject to audit in accordance with the standards of the Public Company Accounting Oversight Board (United States) and
the United States Securities and Exchange Commission ("SEC") independence standards.
Prospective investors should be aware that
the acquisition and disposition of the securities described herein may have tax consequences both in the United States and in Canada.
Such consequences for investors who are resident in, or citizens of, the United States or Canada are not described fully herein. Prospective
Investors should read the tax discussion contained in any applicable Prospectus Supplement with respect to a particular offering of the
securities. See "Certain Income Tax Considerations" in this Prospectus.
The enforcement of civil liabilities under
the United States federal securities laws may be affected adversely by the fact that the Company is existing under the laws of British
Columbia, Canada, most of its officers and directors are residents of Canada, that some or all of the experts named in this Prospectus
are residents of Canada, and most of the assets of the Company and the assets of said persons are located outside the United States. See
"Enforcement of Civil Liabilities" in this Prospectus.
NEITHER THE SEC, NOR ANY STATE SECURITIES REGULATOR,
HAS APPROVED OR DISAPPROVED THE SECURITIES OFFERED HEREBY OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENCE.
An investment in our securities involves a
high degree of risk. You should carefully read the "Risk Factors" section detailed in this Prospectus.
This Prospectus constitutes a public offering
of the securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell
such securities. Alexco may offer and sell securities to, or through, underwriters or dealers and also may offer and sell certain securities
directly to other purchasers or through agents pursuant to exemptions from registration or qualification under applicable securities laws.
The Prospectus Supplement relating to each issue of securities offered thereby will set forth the names of any underwriters, dealers,
or agents involved in the offering and sale of such securities and will set forth the terms of the offering of such securities, the method
of distribution of such securities, including, to the extent applicable, the proceeds to the Company and any fees, discounts or any other
compensation payable to underwriters, dealers or agents, and any other material terms of the plan of distribution. No underwriter has
been involved in the preparation of, or has performed a review of, the contents of this Prospectus.
Securities may be sold from time to time in one
or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, securities may be offered
at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at prices to be negotiated with
purchasers at the time of sale, which prices may vary as between purchasers and during the period of distribution of the securities.
In connection with any offering of securities
(unless otherwise specified in a Prospectus Supplement), other than an "at-the-market distribution", the underwriters may over-allot
or effect transactions which stabilize or maintain the market price of the securities offered at a level above that which might otherwise
prevail in the open market. Such transactions, if commenced, may be discontinued at any time. See "Plan of Distribution".
The Company's common shares are listed on both
the Toronto Stock Exchange (the "TSX") and the NYSE American Stock Exchange (the "NYSE American") under
the symbol "AXU". Unless otherwise specified in a Prospectus Supplement, there is no market through which the Company's warrants
or subscription receipts may be sold and you may not be able to resell any of such securities, purchased under this Prospectus or any
Prospectus Supplement. This may affect the pricing of such securities on the secondary market, the transparency and availability of trading
prices, the liquidity of the securities, and the extent of issuer regulation. See "Risk Factors".
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
You should rely only on the information contained
in or incorporated by reference into this Prospectus. Alexco has not authorized anyone to provide you with different information. Alexco
is not making an offer of these securities in any jurisdiction where the offer is not permitted. You should bear in mind that although
the information contained in this Prospectus and any Prospectus Supplement is accurate as of any date on the front of such documents,
such information may also be amended, supplemented or updated by the subsequent filing of additional documents deemed by law to be or
otherwise incorporated by reference into this Prospectus and by any subsequently filed prospectus amendments.
This Prospectus provides a general description
of the securities that the Company may offer. Each time the Company sells securities under this Prospectus, it will provide you with a
Prospectus Supplement that will contain specific information about the terms of that offering. The Prospectus Supplement may also add,
update or change information contained in this Prospectus. Before investing in any securities, you should read both this Prospectus and
any applicable Prospectus Supplement together with additional information described below under "Documents Incorporated by Reference"
and "Available Information".
Unless stated otherwise or the context otherwise
requires, all references to dollar amounts in this Prospectus and any Prospectus Supplement are references to Canadian dollars. References
to "$" or "Cdn$" are to Canadian dollars and references to "US$" are to U.S. dollars. See "Currency
Presentation and Exchange Rate Information".
Unless the context otherwise requires, references
in this Prospectus and any Prospectus Supplement to "Alexco", the "Company", "we", "us" or "our"
includes Alexco Resource Corp. and each of its material subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This Prospectus and the documents incorporated
by reference into this Prospectus contain "forward-looking statements" within the meaning of the United States Private Securities
Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities laws (together,
"forward-looking statements") concerning the Company's business plans, including, but not limited to, anticipated results
and developments in Alexco's operations in future periods, planned exploration and development of its mineral properties, plans related
to its business and other matters that may occur in the future.
Forward-looking statements may include, but are
not limited to, statements with respect to additional capital requirements to fund further exploration and development work on the Company's
properties, future remediation and reclamation activities, future mineral exploration, the estimation of mineral reserves and mineral
resources, the realization of mineral reserve and mineral resource estimates, future mine construction and development activities, future
mine operation and production, the timing of activities, the amount of estimated revenues and expenses, the success of exploration activities,
permitting timelines, requirements for additional capital and sources and uses of funds, and the Company's ability to successfully withstand
the economic impact of COVID-19. Any statements that express or involve discussions with respect to predictions, expectations, beliefs,
plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects",
"anticipates", "plans", "estimates", "intends", "strategy", "goals", "objectives"
or stating that certain actions, events or results "may", "could", "would", "might" or "will"
be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and
may be "forward-looking statements".
Forward-looking statements relate to analyses
and other information that are based on forecasts of future results, estimates of amounts not yet determinable and certain assumptions
that management believes are reasonable at the time they are made. In making the forward-looking statements in this Prospectus, the Company
has applied several material assumptions, including, but not limited to, the assumption that: (1) additional financing may be needed
to fund certain contingent payment obligations to Wheaton Precious Metals Corp. ("Wheaton"); (2) additional financing
needed for the capacity related refund under the amended and restated silver purchase agreement dated August 5, 2020 with Wheaton will
be available on reasonable terms; (3) additional financing needed for further exploration and development work on Alexco's properties
will be available on reasonable terms; (4) the proposed development of its mineral projects will be viable operationally and economically
and proceed as planned; (5) market fundamentals will result in sustained silver, gold, lead and zinc demand and prices, and such prices
will not be materially lower than those estimated by management; (6) market fundamentals will result in sustained silver, gold, lead and
zinc demand and prices, and such prices will be materially consistent with or more favourable than those anticipated in the the technical
report issued on May 26, 2021 with an effective date of April 1, 2021 titled "NI 43-101 Technical Report on Updated Mineral Resource
and Reserve Estimate of the Keno Hill Silver District Project" (the "Technical Report”"); (7) the actual nature,
size and grade of its mineral resources are materially consistent with the resource estimates reported in the supporting technical reports,
including the Technical Report; (8) labor and other industry services will be available to the Company at prices consistent with internal
estimates; (9) the continuances of existing and, in certain circumstances, proposed tax and royalty regimes; and (10) that other parties
will continue to meet and satisfy their contractual obligations to the Company. Statements concerning mineral reserve and resource estimates
may also be deemed to constitute forward-looking information to the extent that they involve estimates of the mineralization that will
be encountered if the property is developed. Other material factors and assumptions are discussed throughout this Prospectus and, in particular,
under the heading "Risk Factors".
Financial outlook information about potential
future cash flows contained in this Prospectus or in a document incorporated by reference is based on assumptions about future events,
including economic conditions and proposed courses of action, based on management's assessment of the relevant information currently available.
Readers are cautioned that any such financial outlook information should not be used for purposes other than for which it is disclosed.
Forward-looking statements are subject to a variety
of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or
implied by the forward-looking statements, including, without limitation:
| • | commodity
price fluctuations including future prices of silver, gold, lead and zinc and other commodities; |
| • | risks
related to actual results and timing of exploration and development activities and mining activities; |
| • | risks
related to the impacts of COVID-19 and the volatility thereof, including disruption or delay of exploration and mining activities; |
| • | changes
in project parameters as plans continue to be refined; |
| • | risks
related to the Company's ability to finance the development of its mineral properties; |
| • | risks
related to the Company's ability to commence production and generate material revenues or obtain adequate financing for its planned exploration
and development activities or needed to fund certain contingent payment obligations on reasonable terms or at all; |
| • | the
risk that permits and governmental approvals necessary to develop and operate mines on the Company's properties will not be available
on a timely basis or at all; |
| • | uncertainty
of capital costs, operating costs, production and economic returns; |
| • | the
Company's need to attract and retain qualified management and technical personnel; |
| • | uncertainty
of production at the Company's mineral exploration properties; |
| • | risks
and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of the Company's mineral deposits; |
| • | possible
variations in resources, grade or recovery rates; |
| • | mining
and development risks, including risks related to accidents, equipment breakdowns, labour disputes or other unanticipated difficulties
with or interruptions in development, construction or production; |
| • | risks
related to governmental regulation, including environmental regulation; |
| • | risks
related to environmental services operations and remediation and reclamation activities on the Company's properties; |
| • | uncertainty
related to title to the Company's mineral properties; |
| • | uncertainty
related to unsettled aboriginal rights and title in the Yukon Territory; |
| • | delays
in obtaining governmental approvals or financing or in the completion of development activities; |
| • | the
Company's history of losses and expectation of future losses; |
| • | uncertainty
as to the Company's ability to acquire additional commercially mineable mineral rights; |
| • | variations
in interest rates and foreign exchange rates; and |
| • | increased
competition in the mining industry. |
This list is not exhaustive of the factors that
may affect any of the Company's forward-looking statements and new risk factors may emerge from time to time. Forward-looking statements
are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions
may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors,
including, without limitation, those referred to in this Prospectus under the heading "Risk Factors" and elsewhere in this Prospectus.
Readers should also carefully consider the matters discussed in the documents incorporated by reference into this Prospectus, including
the Annual Information Form and Annual MD&A, as defined below. In addition, although the Company has attempted to identify important
factors that could cause actual achievements, events or conditions to differ materially from those identified in the forward-looking statements,
there may be other factors that cause achievements, events or conditions not to be as anticipated, estimated or intended. Many of the
foregoing factors are beyond the Company's ability to control or predict.
These forward-looking statements are based on
the beliefs, expectations and opinions of management on the date the statements are made, and such beliefs, expectations and opinions
are subject to change after such date. The Company does not assume any obligation to update forward-looking statements, except as required
by applicable securities laws, if circumstances or management's beliefs, expectations or opinions should change. For the reasons set forth
above, investors should not place undue reliance on forward-looking statements.
CAUTIONARY NOTE TO UNITED STATES INVESTORS
CONCERNING MINERAL RESERVE AND RESOURCE ESTIMATES
This Prospectus and the documents incorporated
by reference herein have been prepared in accordance with the requirements of Canadian provincial securities laws, which differ from the
requirements of United States securities laws. As a result, the Company reports the mineral reserves and resources of the projects it
has an interest in according to Canadian standards. Canadian reporting requirements for disclosure of mineral properties are governed
by National Instrument 43 101 - Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed
by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical
information concerning mineral projects. These standards differ from the requirements of the SEC that are applicable to domestic United
States reporting companies under subpart 1300 of Regulation S-K (“S-K 1300”) under the United States Exchange Act of
1934, as amended. As an issuer that prepares and files its reports with the SEC pursuant to the multi-jurisdictional disclosure system,
the Company is not subject to the requirements of S-K 1300. Any mineral reserves and mineral resources reported by the Company in accordance
with NI 43-101 may not qualify as such under or differ from those prepared in accordance with S-K 1300. Accordingly, information included
or incorporated by reference in this Prospectus concerning descriptions of mineralization and estimates of mineral reserves and resources
under Canadian standards may not be comparable to similar information made public by United States companies subject to the reporting
and disclosure requirements of S-K 1300.
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION
All dollar amounts set forth in this Prospectus
are expressed in Canadian dollars, except where otherwise indicated. References to Canadian dollars, Cdn$ or $ are to the currency of
Canada. References to U.S. dollars or US$ are to the currency of the United States.
The following table sets out, for each period
indicated, the high and low exchange rates for one Canadian dollar expressed in U.S. dollars, the average of such exchange rates during
such period, and the exchange rate at the end of such period based on the daily rate as reported by the Bank of Canada:
| | |
Year
Ended
December 31 | |
| | |
2021 | |
2020 | |
| Highest rate during period | |
US$0.8306 | |
US$0.7863 | |
| Lowest rate during period | |
US$0.7727 | |
US$0.6898 | |
| Average rate during period | |
US$0.7980 | |
US$0.7561 | |
| Rate at the end of period | |
US$0.7888 | |
US$0.7854 | |
The average exchange rate is calculated using
the average of the daily rate on the last business day of each month during the applicable fiscal year or interim period. The Canadian
dollar/U.S. dollar exchange rate has varied significantly over the last several years and investors are cautioned not to assume that the
exchange rates presented here are necessarily indicative of future exchange rates.
DOCUMENTS INCORPORATED BY REFERENCE
Information has been incorporated by reference
in this Prospectus from documents filed with securities commissions or similar authorities in British Columbia, Alberta, Ontario, Saskatchewan
and Manitoba (the "Commissions"). Copies of the documents incorporated herein by reference may be obtained on request
without charge from the Corporate Secretary of Alexco at Suite 1225, Two Bentall Centre, 555 Burrard Street, Box 216, Vancouver, British
Columbia, V7X 1M9, Canada, telephone: (604) 633-4888 and are also available electronically on SEDAR which can be accessed electronically
at www.sedar.com.
The following documents of the Company, which
have been filed with the Commissions, are specifically incorporated by reference into, and form an integral part of, this Prospectus:
| a. | the
management information circular of Alexco dated as of May 3, 2021 prepared in connection with Alexco's annual general meeting of shareholders
held on June 10, 2021 (the "Information Circular"), filed on SEDAR on May 3, 2021; |
| b. | the
annual information form of Alexco (the "Annual Information Form") dated March 18, 2022 for the year ended December
31, 2021 and filed on SEDAR on March 21, 2022; |
| c. | the
audited consolidated financial statements of Alexco for the year ended December 31, 2021, together with the notes thereto and the auditors'
report thereon and related management's discussion and analysis (the "Annual MD&A"), filed on SEDAR on March 21,
2022; and |
| d. | material
change report dated January 28, 2022 in respect of the Company's public offering common shares issued as “flow-through shares”
of the Company on a bought deal basis, inclusive of common shares issued pursuant to the exercise in full of the underwriters' over-allotment
option, for aggregate gross proceeds of $9,200,273.70 (the "January 2022 Offering") announced on January 18, 2022 and
completed on January 27, 2022, filed on SEDAR on January 28, 2022 (the "January 28, 2022 Material Change Report"). |
Any annual information form, material change
reports (excluding confidential material change reports), any interim and annual consolidated financial statements and related management
discussion and analysis, information circulars (excluding those portions that, pursuant to National Instrument 44-101 of the Canadian
Securities Administrators, are not required to be incorporated by reference herein), any business acquisition reports, any news releases
or public communications containing financial information about the Company for a financial period more recent than the periods for which
financial statements are incorporated herein by reference, and any other disclosure documents required to be filed pursuant to an undertaking
to a provincial or territorial securities regulatory authority that are filed by the Company with various securities commissions or similar
authorities in Canada after the date of this Prospectus and prior to the termination of this offering under any Prospectus Supplement,
shall be deemed to be incorporated by reference in this Prospectus.
In addition, to the extent that any document
or information incorporated by reference into this Prospectus is included in any report filed with or furnished to the SEC pursuant to
the United States Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), after the date of this Prospectus,
such document or information shall be deemed to be incorporated by reference as an exhibit to the registration statement of which this
Prospectus forms a part (in the case of documents or information deemed furnished on Form 6-K or Form 8-K, only to the extent specifically
stated therein)
Any statement contained in this Prospectus
or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that
it has modified or superseded a prior statement or include any other information set forth in the document it modifies or supersedes.
The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement,
when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required
to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement
so modified or superseded shall not constitute a part of this Prospectus, except as so modified or superseded.
A Prospectus Supplement containing the specific
terms of an offering of securities, updated disclosure of earnings coverage ratios, if applicable, and other information relating to the
securities, will be delivered to prospective purchasers of such securities together with this Prospectus and the applicable Prospectus
Supplement and will be deemed to be incorporated into this Prospectus as of the date of such Prospectus Supplement only for the purpose
of the offering of the securities covered by that Prospectus Supplement.
Upon a new annual information form and the related
annual financial statements being filed by the Company with, and, where required, accepted by, the applicable securities commissions or
similar regulatory authorities during the currency of this Prospectus, the previous annual information form, the previous annual financial
statements and all quarterly financial statements, material change reports and information circulars filed prior to the commencement of
the Company's financial year in which the new annual information form is filed shall be deemed no longer to be incorporated into this
Prospectus for purposes of further offers and sales of securities hereunder.
SUMMARY DESCRIPTION OF BUSINESS
As used in this Prospectus, the terms "we",
"us", "our", "Alexco" and "the Company" refer to Alexco Resource Corp. and its subsidiaries unless
the context otherwise requires.
The Company was incorporated under the Business
Corporations Act (Yukon) on December 3, 2004 under the name "Alexco Resource Corp.", and on December 28, 2007, the Company
was continued into British Columbia under the Business Corporations Act (British Columbia).
The Company's head office is located at Suite
1225, Two Bentall Centre, 555 Burrard Street, Box 216, Vancouver, British Columbia, V7X 1M9, and its registered and records office is
located at 400 – 725 Granville Street, Vancouver, British Columbia, V7Y 1G5. The Company's common shares are listed
for trading on both the TSX and the NYSE American under the symbol "AXU".
The following chart depicts the Company's corporate structure together with the jurisdiction of incorporation of each of the Company's
subsidiaries. All ownership of each subsidiary is 100%.
General
The Company operates a mining
business, comprised of mineral exploration and mine development and operation in Canada, primarily in the Yukon Territory. In addition,
the Company operates a reclamation management segment of the business focused on the clean-up of historical liabilities of the Keno Hill
Silver District through Elsa Reclamation & Development Company Ltd. under a contract with the Federal Government of Canada.
Mining Business
The Company's business consists of mineral exploration
and mine development and operation in Canada, primarily in Yukon Territory. The Company's principal mining business activities are currently
being carried out within the District in the Yukon Territory. The District is a silver mining region in Canada, encompassing over 35 former
mines that produced variously from approximately 1918 through 1988.
The Company's mineral property holdings within
the District cover certain geological areas which host silver mineralization, including historic producing former mines and most of the
other mineral occurrences.
In addition to the deposits described below that
are within the District as detailed in the Technical Report, the Company holds several other less advanced property interests within the
District, including but not limited to the Silver King, Elsa, Husky, and Sadie Ladue properties, which potentially could become material
properties depending on the results of exploration programs the Company may carry out on them in the future, as well as the separate Elsa
Tailings Property. Other non-material mineral property interests of the Company include Harlan properties in the Yukon, and certain net
smelter return royalties in respect of the Ida-Oro (formerly Klondike) and Sprogge properties in the Yukon and the Telegraph Creek, Iskut
River, Kiniskan Lake and Manson Creek properties in British Columbia.
The documents incorporated by reference herein,
including the Annual Information Form and the Technical Report, contain further details regarding the business of Alexco. See "Documents
Incorporated by Reference".
Recent Developments
January 2022 Offering
On January 27, 2022 the Company
completed the January 2022 Offering, pursuant to which the Company issued an aggregate (i) 2,129,685 shares issued as “flow-through
shares” (the “CEE Shares”) with respect to “Canadian exploration expenses” (“CEE”)
within the meaning of the Income Tax Act (Canada) (the “Tax Act”) at a price of C$2.70 per CEE Share; and (ii)
1,480,740 shares issued as “flow through shares” (the “CDE Shares”) with respect to “Canadian development
expenses” (“CDE”) at a price of C$2.33 per CDE Share, as described in the January 28, 2022 Material Change Report
(see "Documents Incorporated by Reference").
Revolving Credit Facility
On September 23, 2021, the Company
and its Offtaker amended the existing offtake agreement to allow for an unsecured revolving credit facility (the “Facility”)
for up to US$7,500,000. The Facility allows the Company to request prepayments, in US$1,000,000 increments, which are repaid in five monthly
instalments against future deliveries of concentrate or in cash. The interest rate on drawn amounts is equal to three month LIBOR + 7.05%.
The standby fee on undrawn amounts is 1.5% per annum, payable quarterly.
On January 18, 2022, the Company
and its Offtaker further amended the unsecured revolving credit facility (the “Facility”), increasing the total prepayments
allowed under the Facility from US$7,500,000 to US$10,000,000. All other terms of the Facility remain unchanged. In March 2022, the Company
received a prepayment under the Facility in the amount of US$5,000,000.
RISK FACTORS
An investment in any securities of the Company
is speculative and involves a high degree of risk due to the nature of Alexco's business and the present stage of development of its mineral
properties. The following risk factors, as well as risks not currently known to the Company, could materially adversely affect the Company's
future business, financial condition, results of operations and prospects and could cause them to differ materially from the forward-looking
statements relating to the Company. Before deciding to invest in any securities, investors should consider carefully the risk factors
set out below, those contained in the section entitled "Cautionary Note Regarding Forward-Looking Statements" above, those contained
in the documents incorporated by reference in this Prospectus and those described in any Prospectus Supplement, including those described
in the Company's historical consolidated financial statements, the related notes thereto and the Company's Annual Information Form.
The following risk factors, as well as risks
not currently known to the Company or that the Company currently deems to be immaterial, could materially adversely affect the Company's
future business, financial condition, results of operations earnings and prospects and could cause them to differ materially from the
forward-looking statements relating to the Company. While the significant risk factors which the Company believes it faces are discussed
below, they do not comprise a definitive list of all risk factors related to the Company's business and operations.
Loss of Investment
An investment in the offered securities is suitable
only for those investors who are willing to risk a loss of some or all of their investment and who can afford to lose some or all of their
investment.
Negative Cash Flow From Operating Activities
The Company has not yet consistently achieved
positive operating cash flow, and there are no assurances that the Company will not experience negative cash flow from operations in the
future. The Company has incurred net losses in the past and may incur losses in the future and will continue to incur losses until and
unless it can derive sufficient revenues from its mineral projects. Such future losses could have an adverse effect on the market price
of the Company's common shares, which could cause investors to lose part or all of their investment.
Forward-Looking Statements May Prove Inaccurate
Investors are cautioned not to place undue reliance
on forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties,
of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking
statements or contribute to the possibility that predictions, assumptions and uncertainties are found in the Prospectus under the heading
"Cautionary Note Regarding Forward-Looking Statements".
Dilution
The Company expects to require additional funds
to finance its growth and development strategy. If the Company elects to raise additional funds by issuing additional equity securities,
such financing may substantially dilute the interests of the Company's shareholders. The Company may also issue additional common shares
in the future pursuant to existing and new agreements in respect of its projects or other acquisitions and pursuant to existing securities
of the Company.
Exploration, Evaluation and Development
Mineral exploration, evaluation and development
involves a high degree of risk and few properties which are explored are ultimately developed into producing mines. With respect to the
Company's properties, should any mineral resources exist, substantial expenditures will be required to confirm mineral reserves which
are sufficient to commercially mine, and to obtain the required environmental approvals and permitting required to commence commercial
operations. Should any mineral resource be defined on such properties there can be no assurance that the mineral resource on such properties
can be commercially mined or that the metallurgical processing will produce economically viable and saleable products. The decision as
to whether a property contains a commercial mineral deposit and should be brought into production will depend upon the results of exploration
programs and/or technical studies, and the recommendations of duly qualified engineers and/or geologists, all of which involves significant
expense. This decision will involve consideration and evaluation of several significant factors including, but not limited to: (1) costs
of bringing a property into production, including exploration and development work, preparation of appropriate technical studies and construction
of production facilities; (2) availability and costs of financing; (3) ongoing costs of production; (4) market prices for the minerals
to be produced; (5) environmental compliance regulations and restraints (including potential environmental liabilities associated with
historical exploration activities); and (6) political climate and/or governmental regulation and control.
The ability of the Company to sell, and profit
from the sale of any eventual production from any of the Company's properties will be subject to the prevailing conditions in the marketplace
at the time of sale. Many of these factors are beyond the control of the Company and therefore represent a market risk which could impact
the long-term viability of the Company and its operations.
Infrastructure
Mining, processing, development and exploration
activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important
determinants, which affect capital and operating costs. The lack of availability on acceptable terms or the delay in the availability
of any one or more of these items could prevent or delay exploitation and or development of the Company's properties. If adequate infrastructure
is not available in a timely manner, there can be no assurance that the exploitation and or development of the Company's properties will
be commenced or completed on a timely basis, if at all; that the resulting operations will achieve the anticipated production volume;
or that the construction costs and ongoing operating costs associated with the exploitation and or development of the Company's properties
will not be higher than anticipated. In addition, unusual or infrequent weather phenomena, sabotage, governmental or other interference
in the maintenance or provision of such infrastructure could adversely affect the Company's operations and profitability.
Figures for Alexco's Resources are Estimates
Based on Interpretation and Assumptions and May Yield Less Mineral Production Under Actual Conditions than is Currently Estimated
In making determinations about whether to advance
any of its projects to development, Alexco must rely upon estimated calculations as to the mineral resources and grades of mineralization
on its properties. Until ore is actually mined and processed, mineral resources and grades of mineralization must be considered as estimates
only. Mineral resource estimates are imprecise and depend upon geological interpretation and statistical inferences drawn from drilling
and sampling which may prove to be unreliable. Alexco cannot be certain that:
| • | mineral reserve, mineral resource or other mineralization estimates will be accurate; or |
| • | mineralization can be mined or processed profitably. |
Any material changes in mineral resource estimates
and grades of mineralization will affect the economic viability of placing a property into production and a property's return on capital.
Alexco's resource estimates have been determined and valued based on assumed future prices, cut-off grades and operating costs that may
prove to be inaccurate. Extended declines in market prices for silver, gold, lead, zinc and other commodities may render portions of Alexco's
mineralization uneconomic and result in reduced reported mineral resources.
Keno Hill District
While Alexco has conducted exploration activities
in the District, further review of historical records and additional exploration and geological testing will be required to determine
whether any of the mineral deposits it contains are economically recoverable. There is no assurance that such exploration and testing
will result in favourable results. The history of the District has been one of fluctuating fortunes, with new technologies and concepts
reviving the District numerous times from probable closure until 1989, when it did ultimately close down for a variety of economic and
technical reasons. Many or all of these economic and technical issues will need to be addressed prior to the commencement of any future
production on the Keno Hill properties.
Mining Operations
The business of exploration for minerals and mining
involves a high degree of risk. Few properties that are explored are ultimately developed into mineral deposits with significant value.
Decisions by the Company to proceed with the construction and development of mines, are based on development plans which include estimates
for metal production and capital and operating costs. Until completely mined and processed, no assurance can be given that such estimates
will be achieved. Failure to achieve such production and capital and operating cost estimates or material increases in costs could have
an adverse impact on the Company's future cash flows, profitability, results of operations and financial condition. The Company's actual
production and capital and operating costs may vary from estimates for a variety of reasons, including: actual resources mined varying
from estimates of grade, tonnage, dilution and metallurgical and other characteristics; short-term operating factors, such as the need
for sequential development of resource bodies and the processing of new or different resource grades; revisions to mine plans; risks and
hazards associated with mining; natural phenomena, such as inclement weather conditions, water availability, floods, fire, rock falls
and earthquakes, unusual or unexpected ground conditions, geological formation pressures, equipment failure and failure of retaining dams
around tailings disposal areas which may result in, among other adverse effects, environmental pollution and consequent liability; and
unexpected labour shortages or strikes. Costs of production may also be affected by a variety of factors, including changing waste ratios,
metallurgical recoveries, labour costs, commodity costs, general inflationary pressures and currency rates. In addition, the risks arising
from these factors are further increased while any such mine is progressing through the ramp-up phase of its operations and has not yet
established a consistent production track record. No assurance can be given that minerals will be discovered in sufficient quantities
to justify commercial operations or that funds required for development can be obtained on a timely basis.
Employee Recruitment and Retention
Recruitment and retention of skilled and experienced
employees is a challenge facing the mining sector as a whole. During the late 1990s and early 2000s, with unprecedented growth in the
technology sector and an extended cyclical downturn in the mining sector, the number of new workers entering the mining sector was depressed
and a significant number of existing workers departed, leading to a so-called "generational gap" within the industry. Since
the mid-2000s, this factor was exacerbated by competitive pressures as the mining sector experienced an extended cyclical upturn. Any
re-start of mining operations will necessitate the re-hiring of mine and mill personnel. It may be difficult for Alexco to find and hire
qualified people in the mining industry who are situated in the Yukon, or to obtain all of the necessary services or expertise in Yukon
or to conduct operations on Alexco's projects at reasonable rates. If qualified people and services or expertise cannot be obtained in
the Yukon, we may need to seek and obtain those services from people located outside of this area, which may require work permits and
compliance with applicable laws and could result in delays and higher costs.
Dependence on Management
The success of the operations and activities of
the Company is dependent to a significant extent on the efforts and abilities of its management team. The Company does not maintain key
employee insurance on any of its employees. The Company depends on key personnel and cannot provide assurance that it will be able to
retain such personnel. Failure to retain such key personnel could have a material adverse effect on the Company's business and financial
condition.
Permitting and Environmental Risks and Other
Regulatory Requirements
The current or future operations of Alexco, including
development activities, commencement of production on its properties and activities associated with Alexco's mine reclamation and remediation
business, require permits or licenses from various federal, territorial and other governmental authorities, and such operations are and
will be governed by laws, regulations and agreements governing prospecting, development, mining, production, taxes, labour standards,
occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged
in the development and operation of mines and related facilities and in mine reclamation and remediation activities generally experience
increased costs and delays as a result of the need to comply with the applicable laws, regulations and permits. There can be no assurance
that all permits and permit modifications which Alexco may require for the conduct of its operations will be obtainable on reasonable
terms or that such laws and regulations would not have an adverse effect on any project which Alexco might undertake.
Any failure to comply with applicable laws, regulations
and permitting requirements may result in enforcement actions including orders issued by regulatory or judicial authorities causing operations
to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or
remedial actions against the Company. The Company may be required to compensate those suffering loss or damage by reason of the Company's
mining operations or mine reclamation and remediation activities and may have civil or criminal fines or penalties imposed upon it for
violation of applicable laws or regulations.
Amendments to current laws, regulations and permits
governing operations and activities of mining companies and mine reclamation and remediation activities could have a material adverse
impact on Alexco. As well, policy changes and political pressures within and on federal, territorial and First Nation governments having
jurisdiction over or dealings with Alexco could change the implementation and interpretation of such laws, regulations and permits, also
having a material adverse impact on Alexco. Such impacts could result in one or more of increases in capital expenditures or production
costs, reductions in levels of production at producing properties or abandonment or delays in the development of new mining properties.
Surety Bonding Risks
Alexco secures its obligations for reclamation
and closure costs with surety bonds provided by leading global insurance companies in favour of regulatory authorities in the Yukon. These
surety bonds include the right of the surety bond provider to terminate the relationship with Alexco on providing notice of up to 90 days.
The surety bond provider would, however, remain liable to the regulatory authorities for all bonded obligations existing prior to the
termination of the bond in the event Alexco failed to deliver alternative security satisfactory to the regulator.
Potential Profitability of Mineral Properties
Depends Upon Factors Beyond the Control of Alexco
The potential profitability of mineral properties
is dependent upon many factors beyond Alexco's control. For instance, world prices of and markets for gold, silver, lead and zinc are
unpredictable, highly volatile, potentially subject to governmental fixing, pegging and/or controls and respond to changes in domestic,
international, political, social and economic environments. Another factor is that rates of recovery may vary from the rate experienced
in tests and a reduction in the recovery rate will adversely affect profitability and, possibly, the economic viability of a property.
Profitability also depends on the costs of operations, including costs of labour, materials, equipment, electricity, environmental compliance
or other production inputs. Such costs will fluctuate in ways Alexco cannot predict and are beyond Alexco's control, and such fluctuations
will impact on profitability and may eliminate profitability altogether. Additional impacts to profitability include supply chain delays
a lack of supply and replacement parts for mining equipment. Additionally, due to worldwide economic uncertainty, as well as the continued
COVID-19 pandemic and the conflict in Ukraine, the availability and cost of funds for development and other costs have become increasingly
difficult, if not impossible, to project. These changes and events may materially affect the financial performance of Alexco.
First Nation Rights and Title
The nature and extent of First Nation rights and
title remains the subject of active debate, claims and litigation in Canada, including in the Yukon and including with respect to intergovernmental
relations between First Nation authorities and federal, provincial and territorial authorities. There can be no guarantee that such claims
will not cause permitting delays, unexpected interruptions or additional costs for Alexco's projects. These risks may have increased after
the Supreme Court of Canada decision of June 26, 2014 in Tsilhqot'in Nation v. British Columbia.
Title to Mineral Properties
The acquisition of title to mineral properties
is a complicated and uncertain process. The properties may be subject to prior unregistered agreements of transfer or land claims, and
title may be affected by undetected defects. Although Alexco has made efforts to ensure that legal title to its properties is properly
recorded in the name of Alexco, there can be no assurance that such title will ultimately be secured. As a result, Alexco may be constrained
in its ability to operate its mineral properties or unable to enforce its rights with respect to its mineral properties. An impairment
to or defect in Alexco's title to its mineral properties would adversely affect Alexco's business and financial condition.
Capitalization and Commercial Viability
Alexco will require additional funds to further
explore, develop and mine its properties. Alexco has limited financial resources, and there is no assurance that additional funding will
be available to Alexco to carry out the completion of all proposed activities, for additional exploration or for the substantial capital
that is typically required in order to place a property into commercial production. Although Alexco has been successful in the past in
obtaining financing through the sale of equity securities, there can be no assurance that Alexco will be able to obtain adequate financing
in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in the
delay or indefinite postponement of further exploration and development of its properties.
Critical Accounting Estimates and Judgments
The preparation of financial statements in conformity
with IFRS requires management to make estimates and assumptions that affect the reported amounts and the valuation of assets and liabilities
and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenditures during the period reported. Actual outcomes could differ from these estimates. Alexco's consolidated financial statements
include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial
statements, and may require accounting adjustments based on future occurrences. If significant judgments about the future and other sources
of estimation uncertainty at the financial position reporting date, including those that could result in a material adjustment to the
carrying amounts of assets and liabilities, later prove to be inaccurate, it could have an adverse effect on the operating results of
Alexco.
The Company prepares budgets and estimates of
cash costs and capital costs for its operations. Despite Alexco's best efforts to budget and estimate such costs, the costs required by
the Company's projects may be significantly higher than anticipated. Alexco's actual costs may vary from estimates for a variety of reasons,
including: short-term operating factors; risk and hazards associated with mining; natural phenomena, such as inclement weather conditions
and unexpected labour shortages or strikes. Operational costs may also be affected by a variety of factors, including: ore grade metallurgy,
labour costs, the cost of commodities, general inflationary pressures and currency exchange rates. Many of these factors are beyond Alexco's
control. Failure to achieve estimates or material increases in costs could have an adverse impact on Alexco's business, results of operations
and financial condition. Furthermore, delays in mining projects or other technical difficulties may result in even further capital expenditures
being required. Any delays or costs overruns or operational difficulties could have a material adverse effect on Alexco's business, results
of operations and financial condition.
General Economic Conditions May Adversely
Affect Alexco's Growth and Profitability
The unprecedented events in global financial markets
since 2008 have had a profound impact on the global economy and led to increased levels of volatility. Many industries, including the
mining industry, are impacted by these market conditions. Some of the impacts of the current financial market turmoil include contraction
in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign currency
exchange and precious metal markets, and a lack of market liquidity. If the current turmoil and volatility levels continue they may adversely
affect Alexco's growth and profitability. Specifically:
| • | a global credit/liquidity or foreign currency exchange crisis could impact the cost and availability of
financing and Alexco's overall liquidity; |
| • | the volatility of silver and other commodity prices would impact Alexco's revenues, profits, losses and
cash flow; |
| • | volatile and rising energy prices, commodity and consumables prices and currency exchange rates would
impact Alexco's operating costs; |
| • | supply chain issues causing a lack of supply and replacement parts for mining equipment would impact the
Corporation’s operations; and |
| • | the devaluation and volatility of global stock markets could impact the valuation of Alexco's equity and
other securities. |
These factors could have a material adverse effect
on Alexco's financial condition and results of operations.
Operating Hazards and Risks
In the course of exploration, development and
production of mineral properties, certain risks, including but not limited to unexpected or unusual geological operating conditions including
rock bursts, cave-ins, fires, flooding and earthquakes, may occur. It is not always possible to fully insure against such risks and Alexco
may decide not to insure against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce
or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of Alexco.
Competition
Significant and increasing competition exists
for mining opportunities internationally. There are a number of large established mining companies with substantial capabilities and far
greater financial and technical resources than Alexco. Alexco may be unable to acquire additional attractive mining properties on terms
it considers acceptable and there can be no assurance that Alexco's exploration and acquisition programs will yield any reserves or result
in any commercial mining operation.
Certain of Alexco's Directors and Officers
are Involved with Other Natural Resource Companies, Which May Create Conflicts of Interest from Time to Time
Some of Alexco's directors and officers are directors
or officers of other natural resource or mining-related companies. These associations may give rise to conflicts of interest from time
to time. As a result of these conflicts of interest, Alexco may miss the opportunity to participate in certain transactions.
Alexco May Fail to Maintain Adequate Internal
Control Over Financial Reporting Pursuant to the Requirements of the Sarbanes-Oxley Act.
Section 404 of the Sarbanes-Oxley Act ("SOX")
requires an annual assessment by management of the effectiveness of Alexco's internal control over financial reporting. Alexco may fail
to maintain the adequacy of its internal control over financial reporting as such standards are modified, supplemented or amended from
time to time, and Alexco may not be able to ensure that it can conclude, on an ongoing basis, that it has effective internal control over
financial reporting in accordance with Section 404 of SOX. Alexco's failure to satisfy the requirements of Section 404 of SOX on an ongoing,
timely basis could result in the loss of investor confidence in the reliability of its financial statements, which in turn could harm
Alexco's business and negatively impact the trading price or the market value of its securities. In addition, any failure to implement
required new or improved controls, or difficulties encountered in their implementation, could harm Alexco's operating results or cause
it to fail to meet its reporting obligations. Future acquisitions of companies, if any, may provide Alexco with challenges in implementing
the required processes, procedures and controls in its acquired operations. No evaluation can provide complete assurance that Alexco's
internal control over financial reporting will detect or uncover all failures of persons within Alexco to disclose material information
otherwise required to be reported. The effectiveness of Alexco's processes, procedures and controls could also be limited by simple errors
or faulty judgments. Although Alexco intends to expend substantial time and incur substantial costs, as necessary, to ensure ongoing compliance,
there is no certainty that it will be successful in complying with Section 404 of SOX.
As a "foreign private issuer",
the Company is exempt from Section 14 proxy rules and Section 16 of the Securities Exchange Act of 1934
Alexco is a "foreign private issuer"
as defined in Rule 3b-4 under the U.S. Exchange Act. Equity securities of Alexco are accordingly exempt from Sections 14(a), 14(b),
14(c), 14(f) and 16 of the U.S. Exchange Act pursuant to Rule 3a12-3 of the U.S. Exchange Act. Therefore, Alexco is not required to file
a Schedule 14A proxy statement in relation to the annual meeting of shareholders. The submission of proxy and annual meeting of shareholder
information on Form 6-K may result in shareholders having less complete and timely information in connection with shareholder actions.
The exemption from Section 16 rules regarding reports of beneficial ownership and purchases and sales of common shares by insiders and
restrictions on insider trading in our securities may result in shareholders having less data and there being fewer restrictions on insiders'
activities in our securities.
It may be difficult to enforce judgements
or bring actions outside the United States against the Company and certain of its directors
Alexco is a Canadian corporation and certain of
its directors, officers and experts are neither citizens nor residents of the United States. A substantial part of the assets of Alexco
and of certain of these persons are located outside the United States. As a result, it may be difficult or impossible for an investor:
· to enforce in courts outside the United States judgements obtained in United States courts based upon the civil liability provisions
of United States federal securities laws against these persons and Alexco; or
·
to bring in courts outside the United States an original action to enforce liabilities based upon United States federal securities
laws against these persons and Alexco.
Public Health Crises
Alexco’s business, operations and financial
condition could be materially and adversely affected by the outbreak of epidemics or pandemics or other health crises, including any outbreak
of additional strains of COVID-19. To date, there have been a large number of temporary business closures, quarantines and a general reduction
in consumer activity in a number of countries including Canada, the United States, Europe and Asia. The outbreak has caused companies
and various international jurisdictions to impose travel, gathering and other public health restrictions. While these effects are expected
to be temporary and a number of jurisdictions, including in Canada and the United States, have started to lift certain COVID-19 related
restrictions, the duration of the various disruptions to businesses locally and internationally and the related financial and other impacts
cannot be reasonably estimated at this time. Such public health crises can result in volatility and disruptions in the supply and demand
for silver and other metals and minerals, global supply chains and financial markets, as well as declining trade and market sentiment
and reduced mobility of people, all of which could affect commodity prices, interest rates, credit ratings, credit risk, share prices
and inflation.
Such public health crises can result in volatility
and disruptions in the supply and demand for gold and other metals and minerals, global supply chains and financial markets, as well as
declining trade and market sentiment and reduced mobility of people, all of which could affect commodity prices, interest rates, credit
ratings, credit risk and inflation. The risks to Alexco of such public health crises also include risks to employee health and safety,
a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak, increased labour and fuel costs, regulatory
changes, political or economic instabilities or civil unrest. Any of these could affect Alexco’s ability to advance development
and reach production with such risks to include challenges in recruiting and retaining staff and personnel, restricted access for employees
and contractors at the mine site, equipment and materials not being delivered to site on schedule or at all, and further inefficiencies
required to be put in place to health and safety resulting in less productivity.
USE OF PROCEEDS
Unless otherwise specified in a Prospectus Supplement,
the net proceeds of any offering of securities under a Prospectus Supplement will be used for general corporate purposes, including funding
potential future acquisitions and capital expenditures. More detailed information regarding the use of proceeds from a sale of securities
will be included in the applicable Prospectus Supplement.
All expenses relating to an offering of securities
and any compensation paid to underwriters, dealers or agents, as the case may be, will be paid out of the Company's general funds, unless
otherwise stated in the applicable Prospectus Supplement.
The Company has incurred negative cash flow from
operating activities for its financial year ended December 31, 2021. Accordingly, the majority or all of the net proceeds of any offering
of securities under a Prospectus Supplement will be used to fund the proposed expenditures set out above or in the applicable Prospectus
Supplement as well as other general working capital and administrative expenses which may cause the Company to continue to experience
negative cash flow from its operating activities. See also "Risk Factors – Negative Cash Flow from Operating Activities".
Use of Proceeds from January 2022 Offering
The Company received gross proceeds of $9,200,273.70
pursuant to the January 2022 Offering (including funds received pursuant to exercise in full of the over-allotment granted to the underwriters
in connection with the January 2022 Offering), the principal purposes for which such proceeds were used are as follows:
| Use of Proceeds | |
Estimated Amount
to be Expended
(Cdn$) | | |
Approximate
Amount Expended (Cdn$)(3) | |
| Qualifying CEE (proceeds from sale of CEE FT Shares)(1) | |
$ | 5,750,149.50 | | |
$ | 400,000 | |
| CDE (proceeds from sale of CDE FT Shares)(2) | |
$ | 3,450,124.20 | | |
$ | 3,450,124.20 | |
| Total | |
$ | 9,200,273.70 | | |
$ | 3,850,124.20 | |
Note:
| (1) | Gross proceeds of $750,019.50 from the exercise of the over-allotment option were used on Qualifying CEE,
as disclosed in the prospectus supplement in respect of the January 2022 Offering. |
| (2) | Gross proceeds of $450,016.20 from the exercise of the over-allotment option were used on CDE on the Keno
Hill Project, as disclosed in the prospectus supplement in respect of the January 2022 Offering. |
| (3) | As of the date of this Prospectus. |
PRIOR SALES
The following table sets forth for the 12-month
period prior to the date of this Prospectus details of the price at which securities have been issued or are to be issued by the Company,
the number of securities issued at that price and the date on which the securities were issued:
| Date of Issue | |
Type of Securities | |
No. of Securities | |
Issue or Exercise
Price per Security | | |
Reason for Issue |
| January 27, 2022 | |
Common Shares | |
2,129,685 | |
$ | 2.70 | | |
January 2022 Offering |
| January 27, 2022 | |
Common Shares | |
1,480,740 | |
$ | 2.33 | | |
January 2022 Offering |
| January 6, 2022 | |
Common Shares | |
76,766 | |
$ | 2.22 | | |
Vesting of restricted share units |
| January 4, 2022 | |
Common Shares | |
6,166 | |
$ | 2.23 | | |
Vesting of restricted share units |
| December 22, 2021 | |
Common Shares | |
18,500 | |
$ | 2.17 | | |
Grant of restricted share units |
| December 15, 2021 | |
Common Shares | |
545,386 | |
$ | 2.08 | | |
Vesting of restricted share units |
| December 15, 2021 | |
Common Shares | |
474,500 | |
$ | 2.08 | | |
Grant of performance share units |
| December 15, 2021 | |
Common Shares | |
366,000 | |
$ | 2.08 | | |
Grant of deferred share units |
| December 15, 2021 | |
Common Shares | |
1,012,450 | |
$ | 2.08 | | |
Grant of restricted share units |
| December 15, 2021 | |
Common Shares | |
1,970,000 | |
$ | 2.17 | | |
Grant of stock options |
| December 13, 2021 | |
Common Shares | |
78,336 | |
$ | 2.09 | | |
Vesting of restricted share units |
| November 19, 2021 | |
Common Shares | |
25,500 | |
$ | 2.21 | | |
Exercise of stock options |
| June 24, 2021 | |
Common Shares | |
150,000 | |
$ | 1.73 | | |
Exercise of stock options |
| June 10, 2021 | |
Common Shares | |
8,214,450 | |
$ | 3.50 | | |
June 2021 Offering |
| June 3, 2021 | |
Common Shares | |
25,000 | |
$ | 2.07 | | |
Exercise of stock options |
| May 20, 2021 | |
Common Shares | |
9,000 | |
$ | 3.19 | | |
Exercise of stock options |
| May 20, 2021 | |
Common Shares | |
22,000 | |
$ | 2.61 | | |
Exercise of stock options |
| May 19, 2021 | |
Common Shares | |
2,433 | |
$ | 3.19 | | |
Exercise of stock options |
| May 19, 2021 | |
Common Shares | |
5,000 | |
$ | 1.27 | | |
Exercise of stock options |
| May 19, 2021 | |
Common Shares | |
5,000 | |
$ | 2.07 | | |
Exercise of stock options |
| May 19, 2021 | |
Common Shares | |
4,000 | |
$ | 2.32 | | |
Exercise of stock options |
| May 19, 2021 | |
Common Shares | |
3,666 | |
$ | 2.61 | | |
Exercise of stock options |
| April 29, 2021 | |
Common Shares | |
25,000 | |
$ | 2.07 | | |
Exercise of stock options |
| April 23, 2021 | |
Common Shares | |
16,000 | |
$ | 2.12 | | |
Exercise of stock options |
| April 20, 2021 | |
Common Shares | |
10,600 | |
$ | 2.07 | | |
Exercise of stock options |
| April 19, 2021 | |
Common Shares | |
20,000 | |
$ | 2.32 | | |
Exercise of stock options |
| April 19, 2021 | |
Common Shares | |
17,000 | |
$ | 2.12 | | |
Exercise of stock options |
| April 19, 2021 | |
Common Shares | |
29,400 | |
$ | 2.07 | | |
Exercise of stock options |
| April 16, 2021 | |
Common Shares | |
150,000 | |
$ | 1.78 | | |
Exercise of stock options |
| April 14, 2021 | |
Common Shares | |
10,000 | |
$ | 1.27 | | |
Exercise of stock options |
| April 13, 2021 | |
Common Shares | |
3,600 | |
$ | 2.07 | | |
Exercise of stock options |
| April 13, 2021 | |
Common Shares | |
10,000 | |
$ | 1.27 | | |
Exercise of stock options |
| April 12, 2021 | |
Common Shares | |
10,000 | |
$ | 2.32 | | |
Exercise of stock options |
| April 12, 2021 | |
Common Shares | |
20,000 | |
$ | 1.27 | | |
Exercise of stock options |
| April 1, 2021 | |
Common Shares | |
50,000 | |
$ | 1.76 | | |
Exercise of stock options |
| March 31, 2021 | |
Common Shares | |
65,000 | |
$ | 2.07 | | |
Exercise of stock options |
| March 19, 2021 | |
Common Shares | |
100,000 | |
$ | 1.27 | | |
Exercise of stock options |
TRADING PRICE AND VOLUME
The common shares of Alexco are listed and posted
for trading on both the TSX and the NYSE American under the symbol "AXU". The following tables set forth the market price range
and trading volumes of Alexco's common shares on each of the TSX and NYSE American for the 12-month period prior to the date of this Prospectus:
| | | |
TSX | | |
NYSE American | |
| Period | | |
High (Cdn$) | | |
Low (Cdn$) | | |
Volume | | |
High (US$) | | |
Low (US$) | | |
Volume | |
| 2022 |
| March 1 – 24 | | |
$ | 2.68 | | |
$ | 2.02 | | |
4,861,416 | | |
$ | 2.09 | | |
$ | 1.59 | | |
21,194,591 | |
| February | | |
$ | 2.06 | | |
$ | 1.70 | | |
4,415,086 | | |
$ | 1.60 | | |
$ | 1.34 | | |
13,464,493 | |
| January | | |
$ | 2.35 | | |
$ | 1.73 | | |
5,671,353 | | |
$ | 1.89 | | |
$ | 1.35 | | |
16,777,703 | |
| 2021 |
| December | | |
$ | 2.63 | | |
$ | 1.90 | | |
4,257,155 | | |
$ | 2.06 | | |
$ | 1.47 | | |
21,490,359 | |
| November | | |
$ | 2.755 | | |
$ | 2.05 | | |
4,165,863 | | |
$ | 2.19 | | |
$ | 1.66 | | |
17,789,817 | |
| October | | |
$ | 2.39 | | |
$ | 1.84 | | |
4,000,528 | | |
$ | 1.94 | | |
$ | 1.45 | | |
14,416,500 | |
| September | | |
$ | 2.48 | | |
$ | 1.81 | | |
3,737,073 | | |
$ | 1.94 | | |
$ | 1.41 | | |
16,025,271 | |
| August | | |
$ | 2.75 | | |
$ | 2.03 | | |
4,219,169 | | |
$ | 2.23 | | |
$ | 1.158 | | |
21,207,272 | |
| July | | |
$ | 3.16 | | |
$ | 2.53 | | |
3,466,279 | | |
$ | 2.59 | | |
$ | 1.9901 | | |
14,545,306 | |
| June | | |
$ | 4.01 | | |
$ | 3.03 | | |
6,103,686 | | |
$ | 3.34 | | |
$ | 2.45 | | |
27,965,906 | |
| May | | |
$ | 3.94 | | |
$ | 3.30 | | |
4,933,674 | | |
$ | 3.2277 | | |
$ | 2.70 | | |
18,251,788 | |
| April | | |
$ | 3.54 | | |
$ | 3.19 | | |
2,620,870 | | |
$ | 2.88 | | |
$ | 2.53 | | |
15,456,791 | |
| March | | |
$ | 3.61 | | |
$ | 2.83 | | |
5,328,586 | | |
$ | 2.85 | | |
$ | 2.23 | | |
27,047,113 | |
DIVIDEND POLICY
Alexco has not declared or paid any dividends
on its common shares since the date of formation. Any decision to pay dividends on common shares in the future will be made by the board
of directors on the basis of the earnings, financial requirements and other conditions existing at such time.
CONSOLIDATED CAPITALIZATION
There have been no material changes in the share
and loan capital of the Company on a consolidated basis since December 31, 2021, the date of the Company's financial statements most recently
filed in accordance with NI 51-102, except for (i) the issuance of an aggregate of 3,610,425 common shares pursuant to an equity financing
completed on January 27, 2022; and (ii) the issuance of an aggregate of 82,932 common shares pursuant to the vesting of restricted share
units, all as set out under “Prior Sales” above.
DESCRIPTION OF SHARE CAPITAL
Authorized Capital
The Company's authorized capital consists of an
unlimited number of common shares without par value.
Common Shares
All of the Company's common shares have equal
voting rights, and none of the common shares are subject to any further call or assessment. There are no special rights or restrictions
of any nature attaching to any of the common shares and they all rank pari passu each with the other as to all benefits which might
accrue to the holders of the common shares. The common shares are not convertible into shares of any other class and are not redeemable
or retractable. As at the date of this Prospectus, 155,250,902 common shares were issued and outstanding.
Options
As of the date of this Prospectus, there were
options outstanding to purchase 8,463,118 common shares of the Company at exercise prices ranging from $1.27 to $3.86 with expiry dates
ranging from August 16, 2022 to December 15, 2026.
Warrants
As of the date of this Prospectus, there were
warrants outstanding to purchase 2,000,000 common shares of the Company at exercise price of $3.50 with an expiry date of August 5, 2025.
Restricted Share Units
As of the date of this Prospectus, there were
restricted share units issued and outstanding in respect of which up to 628,235 common shares of the Company may be issued in settlement
thereof. In addition, there were performance related restricted share units issued and outstanding in respect of which up to 474,500 common
shares of the Company may be issued in settlement thereof.
Deferred Share Units
As of the date of this Prospectus, there were
deferred share units issued and outstanding in respect of which up to 894,000 common shares of the Company may be issued in settlement
thereof.
DESCRIPTION OF SECURITIES OFFERED UNDER THIS
PROSPECTUS
The Company may offer common shares, warrants,
subscription receipts or units with a total value of up to Cdn$100,000,000 from time to time under this Prospectus, together with any
applicable Prospectus Supplement, at prices and on terms to be determined by market conditions at the time of offering. This Prospectus
provides you with a general description of the securities the Company may offer. Each time the Company offers securities, it will provide
a Prospectus Supplement that will describe the specific amounts, prices and other important terms of the securities, including, to the
extent applicable:
| • | designation
or classification; |
| • | aggregate
offering price; |
| • | original
issue discount, if any; |
| • | rates
and times of payment of dividends, if any; |
| • | redemption,
conversion or exchange terms, if any; |
| • | conversion
or exchange prices, if any, and, if applicable, any provisions for changes to or adjustments in the conversion or exchange prices and
in the securities or other property receivable upon conversion or exchange; |
| • | restrictive
covenants, if any; |
| • | voting
or other rights, if any; and |
| • | important
United States and Canadian federal income tax considerations. |
A Prospectus Supplement may also add, update or
change information contained in this Prospectus or in documents the Company has incorporated by reference. However, no Prospectus Supplement
will offer a security that is not described in this Prospectus.
Description of Common Shares
The Company may offer common shares, which the
Company may issue independently or together with warrants or subscription receipts, and the common shares may be separate from or attached
to such securities. All of the Company's common shares have equal voting rights, and none of the common shares are subject to any further
call or assessment. There are no special rights or restrictions of any nature attaching to any of the common shares and they all rank
pari passu each with the other as to all benefits which might accrue to the holders of the common shares. The common shares are not convertible
into shares of any other class and are not redeemable or retractable.
Description of Warrants
Warrants may be offered separately or together
with other securities, as the case may be. Each series of warrants will be issued under a separate warrant indenture to be entered into
between the Company and one or more banks or trust companies acting as warrant agent. The applicable Prospectus Supplement will include
details of the terms and conditions of the warrants being offered. The warrant agent will act solely as the Company's agent and will not
assume a relationship of agency with any holders of warrant certificates or beneficial owners of warrants. The following sets forth certain
general terms and provisions of the warrants offered under this Prospectus. The specific terms of the warrants, and the extent to which
the general terms described in this section apply to those warrants, will be set forth in the applicable Prospectus Supplement. If applicable,
the Company will file with the SEC as exhibits to the registration statement of which this Prospectus is a part, or will incorporate by
reference from a Report of Foreign Private Issuer on Form 6-K that the Company files with the SEC, any warrant indenture or form of warrant
describing the terms and conditions of such Warrants that the Company is offering before the issuance of such Warrants.
The particular terms of each issue of warrants
will be described in the related Prospectus Supplement. This description will include, where applicable:
| • | the
designation and aggregate number of warrants; |
| • | the
price at which the warrants will be offered; |
| • | the
currency or currencies in which the warrants will be offered; |
| • | the
designation and terms of the common shares purchasable upon exercise of the warrants; |
| • | the
date on which the right to exercise the warrants will commence and the date on which the right will expire; |
| • | the
number of common shares that may be purchased upon exercise of each warrant and the price at which and currency or currencies in which
the common shares may be purchased upon exercise of each warrant; |
| • | the
designation and terms of any securities with which the warrants will be offered, if any, and the number of the warrants that will be
offered with each security; |
| • | the
date or dates, if any, on or after which the warrants and the related securities will be transferable separately; |
| • | whether
the warrants will be subject to redemption or call and, if so, the terms of such redemption or call provisions; |
| • | material
United States and Canadian tax consequences of owning the warrants; and |
| • | any
other material terms or conditions of the warrants. |
Prior to the exercise of their warrants, holders
of warrants will not have any of the rights of holders of common shares issuable upon exercise of the warrants.
The Company reserves the right to set forth in
a Prospectus Supplement specific terms of the warrants that are not within the options and parameters set forth in this Prospectus. In
addition, to the extent that any particular terms of the warrants described in a Prospectus Supplement differ from any of the terms described
in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded by the description
of such differing terms set forth in such Prospectus Supplement with respect to such warrants.
Description of Subscription Receipts
The Company may issue subscription receipts, which
will entitle holders to receive upon satisfaction of certain release conditions and for no additional consideration, common shares, warrants
or a combination thereof. Subscription receipts will be issued pursuant to one or more subscription receipt agreements (each, a "Subscription
Receipt Agreement"), each to be entered into between the Company and an escrow agent (the "Escrow Agent"), which
will establish the terms and conditions of the subscription receipts. Each Escrow Agent will be a financial institution organized under
the laws of Canada or a province thereof and authorized to carry on business as a trustee. In the United States, the Company will file
as exhibits to the registration statement of which this Prospectus is a part, or will incorporate by reference from Report of Foreign
Private Issuer on Form 6-K that the Company files with the SEC, any Subscription Receipt Agreement describing the terms and conditions
of subscription receipts the Company is offering before the issuance of such subscription receipts. In Canada, the Company will file on
SEDAR a copy of any Subscription Receipt Agreement after the Company has entered into it.
The following description sets forth certain general
terms and provisions of subscription receipts and is not intended to be complete. The statements made in this Prospectus relating to any
Subscription Receipt Agreement and subscription receipts to be issued thereunder are summaries of certain anticipated provisions thereof
and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Subscription Receipt Agreement
and the Prospectus Supplement describing such Subscription Receipt Agreement. The Company urges you to read the applicable Prospectus
Supplement related to the particular subscription receipts that the Company sells under this Prospectus, as well as the complete Subscription
Receipt Agreement.
The Prospectus Supplement and the Subscription
Receipt Agreement for any subscription receipts the Company offers will describe the specific terms of the subscription receipts and may
include, but are not limited to, any of the following:
| • | the
designation and aggregate number of subscription receipts offered; |
| • | the
price at which the subscription receipts will be offered; |
| • | the
currency or currencies in which the subscription receipts will be offered; |
| • | the
designation, number and terms of the common shares, warrants or combination thereof to be received by holders of subscription receipts
upon satisfaction of the release conditions, and the procedures that will result in the adjustment of those numbers; |
| • | the
conditions (the "Release Conditions") that must be met in order for holders of subscription receipts to receive for
no additional consideration common shares, warrants or a combination thereof; |
| • | the
procedures for the issuance and delivery of common shares, warrants or a combination thereof to holders of subscription receipts upon
satisfaction of the Release Conditions; |
| • | whether
any payments will be made to holders of subscription receipts upon delivery of the common shares, warrants or a combination thereof upon
satisfaction of the Release Conditions (e.g., an amount equal to dividends declared on common shares by the Company to holders of record
during the period from the date of issuance of the subscription receipts to the date of issuance of any common shares pursuant to the
terms of the Subscription Receipt Agreement); |
| • | the
terms and conditions under which the Escrow Agent will hold all or a portion of the gross proceeds from the sale of subscription receipts,
together with interest and income earned thereon (collectively, the "Escrowed Funds"), pending satisfaction of the Release
Conditions; |
| • | the
terms and conditions pursuant to which the Escrow Agent will hold common shares, warrants or a combination thereof pending satisfaction
of the Release Conditions; |
| • | the
terms and conditions under which the Escrow Agent will release all or a portion of the Escrowed Funds to the Company upon satisfaction
of the Release Conditions; |
| • | if
the subscription receipts are sold to or through underwriters or agents, the terms and conditions under which the Escrow Agent will release
a portion of the Escrowed Funds to such underwriters or agents in payment of all or a portion of their fees or commission in connection
with the sale of the subscription receipts; |
| • | procedures
for the refund by the Escrow Agent to holders of subscription receipts of all or a portion of the subscription price for their subscription
receipts, plus any pro rata entitlement to interest earned or income generated on such amount, if the Release Conditions are not satisfied; |
| • | any
contractual right of rescission to be granted to initial purchasers of subscription receipts in the event this Prospectus, the Prospectus
Supplement under which subscription receipts are issued or any amendment hereto or thereto contains a misrepresentation; |
| • | any
entitlement of the Company to purchase the subscription receipts in the open market by private agreement or otherwise; |
| • | whether
the Company will issue the subscription receipts as global securities and, if so, the identity of the depositary for the global securities; |
| • | whether
the Company will issue the subscription receipts as bearer securities, registered securities or both; |
| • | provisions
as to modification, amendment or variation of the Subscription Receipt Agreement or any rights or terms attaching to the subscription
receipts; |
| • | the
identity of the Escrow Agent; |
| • | whether
the subscription receipts will be listed on any exchange; |
| • | material
United States and Canadian federal tax consequences of owning the subscription receipts; and |
| • | any
other terms of the subscription receipts. |
The holders of subscription receipts will not
be shareholders of the Company. Holders of subscription receipts are entitled only to receive common shares, warrants or a combination
thereof on exchange of their subscription receipts, plus any cash payments provided for under the Subscription Receipt Agreement, if the
Release Conditions are satisfied. If the Release Conditions are not satisfied, the holders of subscription receipts shall be entitled
to a refund of all or a portion of the subscription price therefor and all or a portion of the pro rata share of interest earned or income
generated thereon, as provided in the Subscription Receipt Agreement.
The Company reserves the right to set forth in
a Prospectus Supplement specific terms of the subscription receipts that are not within the options and parameters set forth in this Prospectus.
In addition, to the extent that any particular terms of the subscription receipts described in a Prospectus Supplement differ from any
of the terms described in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded
by the description of such differing terms set forth in such Prospectus Supplement with respect to such subscription receipts.
Description of Units
The Company may issue units comprised of one or
more of the other securities described in this Prospectus in any combination. Each unit will be issued so that the holder of the unit
is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder
of each included Security. The unit agreement, if any, under which a unit is issued may provide that the securities comprising the unit
may not be held or transferred separately, at any time or at any time before a specified date. If applicable, the Company will file with
the SEC as exhibits to the registration statement of which this Prospectus is a part, or will incorporate by reference from a Report of
Foreign Private Issuer on Form 6-K that the Company files with the SEC, any unit agreement describing the terms and conditions of such
units that Alexco is offering before the issuance of such units.
The particular terms and provisions of units offered
by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described
in the Prospectus Supplement filed in respect of such units.
| • | The
particular terms of each issue of units will be described in the related Prospectus Supplement. This description will include, where
applicable: |
| • | the
designation and aggregate number of units offered; |
| • | the
price at which the units will be offered; |
| • | if
other than Canadian dollars, the currency or currency unit in which the units are denominated; |
| • | the
terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be
held or transferred separately; |
| • | the
number of securities that may be purchased upon exercise of each unit and the price at which and currency or currency unit in which that
amount of securities may be purchased upon exercise of each unit; |
| • | any
provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and |
| • | any
other material terms, conditions and rights (or limitations on such rights) of the units. |
The Company reserves the right to set forth in
a Prospectus Supplement specific terms of the units that are not within the options and parameters set forth in this Prospectus. In addition,
to the extent that any particular terms of the units described in a Prospectus Supplement differ from any of the terms described in this
Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded by the description of such
differing terms set forth in such Prospectus Supplement with respect to such units.
DENOMINATIONS, REGISTRATION AND TRANSFER
The securities will be issued in fully registered
form without coupons attached in either global or definitive form and in denominations and integral multiples as set out in the applicable
Prospectus Supplement (unless otherwise provided with respect to a particular series of debt securities pursuant to the provisions of
the applicable indenture, as supplemented by a supplemental indenture). Other than in the case of book-entry only securities, securities
may be presented for registration of transfer (with the form of transfer endorsed thereon duly executed) in the city specified for such
purpose at the office of the registrar or transfer agent designated by the Company for such purpose with respect to any issue of securities
referred to in the Prospectus Supplement. No service charge will be made for any transfer, conversion or exchange of the securities, but
we may require payment of a sum to cover any transfer tax or other governmental charge payable in connection therewith. Such transfer,
conversion or exchange will be effected upon such registrar or transfer agent being satisfied with the documents of title and the identity
of the person making the request. If a Prospectus Supplement refers to any registrar or transfer agent designated by the Company with
respect to any issue of securities, we may at any time rescind the designation of any such registrar or transfer agent and appoint another
in its place or approve any change in the location through which such registrar or transfer agent acts.
In the case of book-entry only securities, a global
certificate or certificates representing the securities will be held by a designated depository for its participants. The securities must
be purchased or transferred through such participants, which includes securities brokers and dealers, banks and trust companies. The depository
will establish and maintain book-entry accounts for its participants acting on behalf of holders of the securities. The interests of such
holders of securities will be represented by entries in the records maintained by the participants. Holders of securities issued in book-entry
only form will not be entitled to receive a certificate or other instrument evidencing their ownership thereof, except in limited circumstances.
Each holder will receive a customer confirmation of purchase from the participants from which the securities are purchased in accordance
with the practices and procedures of that participant.
PLAN OF DISTRIBUTION
Alexco may sell the securities to or through underwriters
or dealers, and also may sell securities to one or more other purchasers directly or through agents. Each Prospectus Supplement will set
forth the terms of the offering, including the name or names of any underwriters or agents, the purchase price or prices of the securities
and the proceeds to the Company from the sale of the securities. Only those underwriters, dealers or agents named in a Prospectus Supplement
will be the underwriters, dealers or agents in connection with the securities offered thereby.
The securities may be sold, from time to time,
in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices, including sales in transactions deemed to be "at the market distributions"
as defined in Canadian National Instrument 44-102 – Shelf Distributions, including sales made directly on the TSX, the NYSE
American or other existing markets for the securities. Additionally, this Prospectus and any Prospectus Supplement may also cover the
initial resale of the securities purchased pursuant thereto. The prices at which the securities may be offered may vary as between purchasers
and during the period of distribution. If, in connection with the offering of Securities at a fixed price or prices, the underwriters
have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement,
the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial
public offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters will be decreased
by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters
to the Company.
In connection with any offering of securities,
other than an "at-the-market distribution", the underwriters may over-allot or effect transactions which stabilize or maintain
the market price of the securities offered at a level above that which might otherwise prevail in the open market. Such transactions,
if commenced, may be discontinued at any time.
Unless otherwise specified in a Prospectus
Supplement, there is no market through which the Company's warrants may be sold and you may not be able to resell any such securities
purchased under this Prospectus or any Prospectus Supplement. Unless otherwise specified in the applicable Prospectus Supplement, the
securities (excluding any common shares) will not be listed on any securities exchange. This may affect the pricing of such securities
on the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer
regulation. See "Risk Factors".
In connection with the sale of securities, underwriters,
dealers and agents may receive compensation from the Company or from purchasers of the securities from whom they may act as agents in
the form of discounts, concessions or commissions. Any such commissions will be paid out of the Company's general funds. Underwriters,
dealers and agents that participate in the distribution of securities may be deemed to be underwriters and any discounts or commissions
received by them from the Company and any profit on the resale of securities by them may be deemed to be underwriting discounts and commissions
under applicable securities legislation.
Underwriters, dealers and agents who participate
in the distribution of the securities may be entitled under agreements to be entered into with the Company to indemnification by the Company
against certain liabilities, including liabilities under the United States Securities Act of 1933, as amended, and Canadian securities
legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect
thereof. Those underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, the Company
in the ordinary course of business.
CERTAIN INCOME TAX CONSIDERATIONS
Owning any of the Company's securities may subject
you to tax consequences both in the United States and Canada.
Although the applicable Prospectus Supplement
may describe certain Canadian and United States federal income tax consequences of the acquisition, ownership and disposition of any securities
offered under this Prospectus by an initial investor, the Prospectus Supplement may not describe these tax consequences fully. You should
consult your own tax advisor with respect to your particular circumstances.
AUDITORS, TRANSFER AGENT AND REGISTRAR
The Company's auditors are PricewaterhouseCoopers
LLP, Chartered Professional Accountants ("PwC"), of Suite 1400, 250 Howe Street, Vancouver, British Columbia,
V6C 3R8. PwC, as auditors of the Company, report that they are independent with respect to the Company within the meaning of the Chartered
Professional Accountants of British Columbia Code of Professional Conduct and within the meaning of independence under the standards of
the Public Company Accounting Oversight Board Rule 3520, Auditor Independence.
The registrar and transfer agent for the Company's
common shares is Computershare Investor Services Inc. at its principal offices in Vancouver, British Columbia and Toronto, Ontario.
EXPERTS
Names of Experts
The following are the named persons responsible
for the preparation of the Technical Report, and at the date of that report were “qualified persons”, and all were independent,
as then defined in NI 43-101:
Kourosh Tarighi, P. Eng. of Mining Plus Canada Consulting Ltd.
Zach Allwright, P.Eng. of Mining Plus Canada Consulting Ltd.
Hassan Ghaffari, M.A. Sc., P.Eng. of Tetra Tech Canada Inc.
Gilles Arseneau, Ph.D., P.Geo. of SRK Consulting (Canada) Inc.
Cliff Revering, P.Eng., CPAG, BE of SRK Consulting (Canada)
Inc.
Paul Hughes, Ph.D., P.Eng. of Mining Plus Canada Consulting
Ltd.
Except where specifically indicated otherwise,
Alan McOnie, FAusIMM, Consultant for Alexco, and Sebastien Tolgyesi, P. Eng. P. Geo., Keno Hill Operations Manager of Alexco, are responsible
for certain information of a scientific or technical nature relating to Alexco's properties in this Prospectus or in a document incorporated
by reference herein.
Interests of Experts
Based on information provided by the experts named
above, other than with respect to Alan McOnie and Sebastien Tolgyesi as described below, none of the experts named under "Names of
Experts", when or after they prepared the statement, report or valuation, has received any registered or beneficial interests, direct
or indirect, in any securities or other property of Alexco or of one of the Alexco's associates or affiliates (based on information provided
to Alexco by the experts) or is or is expected to be elected, appointed or employed as a director, officer or employee of Alexco or of
any associate or affiliate of Alexco.
Alan McOnie is a consultant for Alexco and Sebastien
Tolgyesi is currently an employee of Alexco, as described above. Alan McOnie and Sebastien Tolgyesi have been granted stock options and
restricted share units of Alexco through the course of their respective employments; however, the individual interests held by each of
them throughout their respective employment terms at all times represented less than one percent of the issued and outstanding common
shares of Alexco.
enforcement
of judgments against foreign persons OR COMPANIES
Each of Clynton R. Nauman, the CEO, Executive
Chairman and a director of the Company, and Bradley Thrall, the President of the Company, resides outside of Canada and has appointed
Alexco Resource Corp., Suite 1225, Two Bentall Centre, 555 Burrard Street, Vancouver, British Columbia, V7X 1M9 as agent for services
of process in Canada.
Purchasers are advised that it may not be possible
for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized
under the laws of a foreign jurisdiction, or resides outside of Canada, even if the party has appointed an agent for service of process.
DOCUMENTS FILED AS PART OF THE REGISTRATION
STATEMENT
The following documents have been or will be filed
with the SEC as part of the registration statement of which this Prospectus forms a part: (i) the documents referred to under the heading
"Documents Incorporated by Reference"; (ii) consent of the Company's auditors, PwC; (iii) consents of Kourosh Tarighi,
P. Eng., Zach Allwright, P. Eng., Paul Hughes, Ph.D., P. Eng., Gilles Arseneau, Ph.D., P.Geo, Cliff Revering, P.Eng and Hassan Ghaffari,
P. Eng.; and (iv) powers of attorney from the Company's directors and officers (included on the signature pages of the registration
statement).
ADDITIONAL INFORMATION
Alexco has filed with the SEC a registration statement
on Form F-10 relating to the securities. This Prospectus, which constitutes a part of the registration statement, does not contain all
of the information contained in the registration statement, certain items of which are contained in the exhibits to the registration statement
as permitted by the rules and regulations of the SEC. See "Documents Filed as Part of the Registration Statement". Statements
included or incorporated by reference in this Prospectus about the contents of any contract, agreement or other documents referred to
are not necessarily complete, and in each instance you should refer to the exhibits for a more complete description of the matter involved.
Each such statement is qualified in its entirety by such reference. Each time the Company sells securities under the registration statement,
it will provide a Prospectus Supplement that will contain specific information about the terms of that offering. The Prospectus Supplement
may also add to, update or change information contained in this Prospectus.
Alexco is subject to the information requirements
of the U.S. Exchange Act, and applicable Canadian securities legislation, and in accordance therewith files and furnishes annual and quarterly
financial information and material change reports, business acquisition reports and other material with the securities commission or similar
regulatory authority in each of the provinces of Canada and with the SEC. Under a multijurisdictional disclosure system adopted by the
United States and Canada, documents and other information that we file with the SEC may be prepared in accordance with the disclosure
requirements of Canada, which are different from those of the United States. As a foreign private issuer within the meanings of rules
made under the U.S. Exchange Act, Alexco is exempt from the rules under the U.S. Exchange Act prescribing the furnishing and content of
proxy statements, and the Company's officers, directors and principal shareholders are exempt from the reporting and shortswing profit
recovery provisions contained in Section 16 of the U.S. Exchange Act. In addition, Alexco is not required to publish financial statements
as promptly as U.S. companies.
The Company's reports and other information filed
or furnished with or to the SEC are available from the SEC's Electronic Document Gathering and Retrieval System, or EDGAR, at www.sec.gov,
as well as from commercial document retrieval services. The Company's Canadian filings are available on the System for Electronic Document
Analysis and Retrieval, or SEDAR, at www.sedar.com. Unless specifically incorporated by reference herein, documents filed or furnished
by the Company on SEDAR or EDGAR are neither incorporated in nor a part of this Prospectus.
ENFORCEABILITY OF CIVIL LIABILITIES
The Company is a corporation existing under the
Business Corporations Act (British Columbia). Most of the Company's directors and officers, and most of the experts named in this
Prospectus, are residents of Canada or otherwise reside outside the United States, and all or a substantial portion of their assets, and
a substantial portion of the Company's assets, are located outside the United States. As a result, it may be difficult for United States
investors to effect service of process within the United States upon the Company or its directors, officers and experts who are not residents
of the United States or to enforce judgments of courts of the United States predicated upon the Company's civil liability and the civil
liability of its directors, officers and experts under the United States federal securities laws.
The Company filed with the SEC, concurrently with
its registration statement on Form F-10 of which this Prospectus is a part, an appointment of agent for service of process on Form F-X.
Under the Form F-X, the Company has appointed Registered Agent Solutions, Inc. as its agent for service of process in the United States
in connection suit or proceeding brought against or involving the Company in a United States court arising out of or related to or concerning
the offering of the securities under this Prospectus and any Prospectus Supplement.
PART II
INFORMATION NOT REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS
Indemnification.
The Company is subject to the provisions of Part
5, Division 5 of the Business Corporations Act (British Columbia) (the “Act”).
Under Section 160 of the Act, we may, subject
to Section 163 of the Act:
| (1) | indemnify an individual who: |
| · | is or was a director or officer of our company; |
| · | is or was a director or officer of another corporation (i) at a time when such corporation is or
was an affiliate of our company; or (ii) at our request, or |
| · | at our request, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust, joint
venture or other unincorporated entity, |
and including, subject to certain limited exceptions, the
heirs and personal or other legal representatives of that individual (collectively, an “eligible party”), against all eligible
penalties to which the eligible party is or may be liable; and
| (2) | after final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by
an eligible party in respect of that proceeding, where: |
“eligible
penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, and eligible proceeding.
“eligible
proceeding” means a proceeding in which an eligible party or any of the heirs and personal or other legal representatives of the
eligible party, by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent
to that of a director or officer of, our company or an associated corporation (a) is or may be joined as a party, or (b) is or may be
liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding.
“proceeding”
includes any legal proceeding or investigative action, whether current, threatened , pending or completed.
Under Section 161 of the Act, and subject
to Section 163 of the Act, we must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably
incurred by an eligible party in respect of that proceeding if the eligible party (a) has not been reimbursed for those expenses,
and (b) is wholly successful, on the merits or otherwise, in the outcome of the proceeding or is substantially successful on the
merits in the outcome of the proceeding.
Under Section 162 of the Act, and subject
to Section 163 of the Act, we may pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses
actually and reasonably incurred by an eligible party in respect of the proceeding, provided that we must not make such payments unless
we first receive from the eligible party a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited
under Section 163 of the Act, the eligible party will repay the amounts advanced.
Under Section 163 of the Act, we must not
indemnify an eligible party against eligible penalties to which the eligible party is or may be liable or pay the expenses of an eligible
party in respect of that proceeding under Sections 160, 161 or 162 of the Act, as the case may be, if any of the following circumstances
apply:
| · | if the indemnity or payment is made under an earlier agreement to indemnify or pay expenses and, at the
time that the agreement to indemnify or pay expenses was made, we were prohibited from giving the indemnity or paying the expenses by
our memorandum or articles; |
| · | if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay expenses
and, at the time that the indemnity or payment is made, we are prohibited from giving the indemnity or paying the expenses by our memorandum
or articles; |
| · | if, in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly
and in good faith with a view to the best interests of our company or the associated corporation, as the case may be; or |
| · | in the case of an eligible proceeding other than a civil proceeding, if the eligible party did not have
reasonable grounds for believing that the eligible party’s conduct in respect of which the proceeding was brought was lawful. |
If an eligible proceeding is brought against an
eligible party by or on behalf of our company or by or on behalf of an associated corporation, we must not either indemnify the eligible
party against eligible penalties to which the eligible party is or may be liable, or pay the expenses of the eligible party under Sections 160,
161 or 162 of the Act, as the case may be, in respect of the proceeding.
Under Section 164 of the Act, and despite
any other provision of Part 5, Division 5 of the Act and whether or not payment of expenses or indemnification has been sought, authorized
or declined under Part 5, Division 5 of the Act, on application of our company or an eligible party, the Supreme Court of British Columbia
may do one or more of the following:
| · | order us to indemnify an eligible party against any liability incurred by the eligible party in respect
of an eligible proceeding; |
| · | order us to pay some or all of the expenses incurred by an eligible party in respect of an eligible proceeding; |
| · | order the enforcement of, or payment under, an agreement of indemnification entered into by us; |
| · | order us to pay some or all of the expenses actually and reasonably incurred by any person in obtaining
an order under Section 164 of the Act; or |
| · | make any other order the court considers appropriate. |
Section 165 of the Act provides that we may
purchase and maintain insurance for the benefit of an eligible party or the heirs and personal or other legal representatives of the eligible
party against any liability that may be incurred by reason of the eligible party being or having been a director or officer of, or holding
or having held a position equivalent to that of a director or officer of, our company or an associated corporation.
Under our articles, and subject to the Act, we
must indemnify our company’s directors and officers, and former directors, officers and alternate directors and their respective
heirs and personal and other legal representatives to the greatest extent permitted by the Act.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling our company pursuant to the
foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.
EXHIBITS
See the Exhibit Index hereto which is incorporated herein by reference.
PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
Item 1. Undertaking.
Alexco Resource Corp. undertakes to make available,
in person or by telephone, representatives to respond to inquiries made by the Securities and Exchange Commission (the “Commission”)
staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant
to Form F-10 or to transactions in said securities.
Item 2. Consent to Service of Process.
(a)
Concurrently with the filing of this Registration Statement, Alexco Resource Corp. has filed with the Commission a written Appointment
of Agent for Service of Process and Undertaking on Form F-X.
(b) Any change to the name or address of the agent for service of Alexco Resource Corp. shall be communicated promptly to the Commission
by an amendment to Form F-X referencing the file number of this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, Alexco Resource Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form F-10 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Vancouver, Province of British Columbia, Canada, on March 25, 2022.
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ALEXCO RESOURCE CORP. |
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|
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By: |
/s/ Clynton R. Nauman |
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|
Name: Clynton R. Nauman |
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|
Title: Chief Executive Officer |
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Clynton R. Nauman and Michael Clark, and each of them, either of whom may act without
the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution,
from such person and in each person’s name, place and stead, in any and all capacities, to sign a registration statement on Form
F-10 for purposes of registering equity securities of Alexco Resource Corp. and any amendments thereto (including any post-effective amendments
thereto), and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he or she might or
could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on March 25, 2022:
| Signature |
|
Title |
| |
|
|
| |
|
|
| /s/ Clynton R. Nauman |
|
Chief Executive Officer and Chairman (Principal Executive Officer) |
| Clynton R. Nauman |
|
|
| |
|
|
| |
|
|
| /s/ Michael Clark |
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
| Michael Clark |
|
|
| |
|
|
| |
|
|
| /s/ Rick Van Nieuwenhuyse |
|
Director |
| Rick Van Nieuwenhuyse |
|
|
| |
|
|
| |
|
|
| /s/ Terry Krepiakevich |
|
Director |
| Terry Krepiakevich |
|
|
| |
|
|
| |
|
|
| /s/ Richard N. Zimmer |
|
Director |
| Richard N. Zimmer |
|
|
| |
|
|
| |
|
|
| /s/ Elaine Sanders |
|
Director |
| Elaine Sanders |
|
|
| |
|
|
| /s/ Karen McMaster |
|
Director |
| Karen McMaster |
|
|
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of
the Securities Act of 1933, the undersigned has signed this Registration Statement, solely in his capacity as the duly authorized representative
of Alexco Resource Corp. in the United States, on March 25, 2022.
| |
/s/ Clynton R. Nauman |
| |
Clynton R. Nauman |
| |
Chief Executive Officer |
EXHIBIT INDEX
| Exhibit |
Description |
| |
|
| 4.1* |
Annual Information Form dated March 21, 2022 for the year ended December 31, 2021, incorporated by reference to Exhibit 99.1 to the Registrant’s Annual Report on Form 40-F filed with the Commission on March 21, 2022. |
| |
|
| 4.2* |
Audited consolidated financial statements of the Registrant for the years ended December 31, 2021 and 2020, together with the notes thereto and the auditors’ report thereon and related management’s discussion and analysis, incorporated by reference to Exhibits 99.2 and 99.3 to the Registrant’s Annual Report on Form 40-F filed with the Commission on March 21, 2022. |
| |
|
| 4.3* |
Management information circular dated as of May 3, 2021, prepared in connection with the Registrant’s annual general meeting of shareholders to be held on June 10, 2021, incorporated by reference to Exhibit 99.2 to the Registrant’s Report on Form 6-K furnished with the Commission on May 4, 2021. |
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|
| 4.4 |
Material change report dated January 28, 2022 in respect of the Registrant public offering common shares issued as “flow-through shares” of the Company on a bought deal basis, inclusive of common shares issued pursuant to the exercise in full of the underwriters' over-allotment option, for aggregate gross proceeds of $9,200,273.70 announced on January 18, 2022 and completed on January 27, 2022 |
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|
| 5.1 |
Consent of PricewaterhouseCoopers LLP |
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|
| 5.2 |
Consent of Kourosh Tarighi |
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|
| 5.3 |
Consent of Zach Allwright |
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|
| 5.4 |
Consent of Paul Hughes |
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|
| 5.5 |
Consent of Hassan Ghaffari |
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|
| 5.6 |
Consent of Gilles Arseneau |
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|
| 5.7 |
Consent of Cliff Revering |
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|
| 5.8 |
Consent of Alan McOnie |
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|
| 5.9 |
Consent of Sebastien Tolgyesi |
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|
| 6.1 |
Powers of Attorney (included on the signature page of this Registration Statement). |
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|
| 107 |
Filing Fee Table |
* Previously filed or furnished
to the Commission
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