UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2020
Commission File Number: 001-33621
ALEXCO RESOURCE CORP.
(Translation of registrant's name into English)
Suite 1225, Two Bentall Centre
555 Burrard Street, Box 216
Vancouver, BC V7X 1M9 Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
| ¨ Form 20-F | x Form 40-F |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
INCORPORATION BY REFERENCE
Exhibit 99.1 to this Form 6-K of Alexco Resource Corp. (the “Company”) is hereby incorporated by reference as an exhibit to the Registration Statement on Form F-10 (File No. 333-227024) of the Company, as amended or supplemented.
SUBMITTED HEREWITH
Exhibits
| 99.1 | Material change report dated February 24, 2020 in respect of the sale of shares of the Company’s subsidiary, Alexco Environmental Group Holdings Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Alexco Resource Corp. | ||
| (Registrant) | ||
| Date: March 24, 2020 | By: | /s/ Mike Clark |
| Mike Clark | ||
| Title: | Chief Financial Officer | |
Exhibit 99.1
FORM 51-102F3
Material Change Report
MATERIAL CHANGE REPORT UNDER
SECTION 7.1 OF NATIONAL INSTRUMENT NO. 51-102 AND
SECTION 5.2 OF MULTILATERAL INSTRUMENT NO. 61-101
| Item 1. | Reporting Issuer |
| Alexco Resource Corp. (the “Company”) | |
| Suite 1225, Two Bentall Centre | |
| 555 Burrard Street, Box 216 | |
| Vancouver, British Columbia | |
| V7X 1M9 | |
| Item 2. | Date of Material Change |
| February 14, 2020 | |
| Item 3. | Press Releases |
| February 18, 2020 | |
| Item 4. | Summary of Material Change |
| The Company completed the sale of shares of its subsidiary, Alexco Environmental Group Holdings Inc. (“AEG”), to AEG’s executive management for a purchase price of C$13.35 million. | |
| Item 5. | Full Description of Material Change |
| The Company completed the sale of all of the issued and outstanding shares of AEG to 1236788 B.C. Ltd., a company led by AEG President Jim Harrington (the “Purchaser”), for a purchase price of C$13.35 million (the “Transaction”). The Purchaser paid C$12 million in cash at the time of closing of the Transaction, C$100,000 as a deposit, and the balance of C$1.25 million was paid by means of a promissory note that matures on February 14, 2021. AEG operates the environmental remediation business of the Company. | |
| The Company retained ownership of its subsidiary Elsa Reclamation & Development Company (“ERDC”) and will execute the clean-up of historical mines in the Keno Hill Silver District (the “District”) under its existing contractual arrangement with the Government of Canada. As part of the sale of AEG, the Company also entered into a Master Services Agreement with AEG whereby AEG will continue to provide professional and technical expertise and support to the Company and ERDC for work in the District. | |
| The purpose of the Transaction was for the Company to divest itself of a business (environmental reclamation) unrelated to the core business of the Company, (being explorational development of mineral resource properties). | |
| The Transaction is considered a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as one of the principals of the Purchaser (Jim Harrington, AEG President) was an officer of the Company at the time of the Transaction, and a portion of the financing for the Purchaser was provided by a company who has a director in common with the Company (Michael Winn, EMX Royalty Corporation). The Transaction will not affect the percentage of the securities of the Company, or the securities of an affiliated entity of the Company, beneficially owned or controlled by either Mr. Harrington or Mr. Winn. |
| The Company formed a special committee of independent directors (the “Special Committee”) who supervised the negotiation of the definitive agreements and investigated alternatives to the Transaction. | |
| Pursuant to Section 5.5(a) and 5.7(1)(a) of MI 61-101, the Company is exempt from obtaining a formal valuation and approval of the Company’s minority shareholders because the fair market value of the consideration payable to the Company is less than 25% of the Company’s market capitalization for purposes of MI 61-101. The Special Committee reviewed independent analysis on value from third parties as part of its assessment of the Transaction. The Special Committee unanimously recommended approval of the Transaction to the Company’s board of directors (the “Board”). The Transaction was then approved by the members of the Board other than Michael Winn, who abstained from voting on the approval of the Transaction and related matters. | |
| Item 6. | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 |
| The report is not being filed on a confidential basis. | |
| Item 7. | Omitted Information |
| No information has been omitted. | |
| Item 8. | Executive Officer |
| Michael Clark, Chief Financial Officer | |
| Item 9. | Date of Report |
| February 24, 2020 |