<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
ConSil Corp., formerly known as Consolidated Silver Corporation
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
210120 2
------------------
(CUSIP Number)
Nathaniel K. Adams, Esq.
Hecla Mining Company
6500 Mineral Drive
Coeur d'Alene, Idaho 83814-8788
(208) 769-4100
-----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 14, 1995
-----------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box .
-----
Check the following box if a fee is being paid with the statement
.
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(A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13-d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purposes of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the act (however, see the
Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP NO.
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Hecla Mining Company 82-0126240
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
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(b)
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3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) _____
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 7,418,300
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 7,418,300
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,418,300
12 CHECK BOX IF THE AGGREGATE NUMBER IN ROW (11) EXCLUDES
CERTAIN SHARES _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
78.45%
14 TYPE OF REPORTING PERSON
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
This Amendment No. 4 amends and supplements the Schedule 13D as
previously filed and amended ("Schedule 13D") by Hecla Mining
Company ("Hecla") related to the common stock ($.10 par value) of
ConSil Corp., formerly known as Consolidated Silver Corporation,
an Idaho Corporation (the "Company"). Unless specifically
defined herein, capitalized terms shall have the same meaning as
set forth in Schedule 13D.
1. Item 1 is hereby amended and supplemented as follows:
ITEM 1. SECURITY AND ISSUER
-------------------
The statement relates to the Common Stock, par
value $.10 per share of ConSil Corp., formerly
known as Consolidated Silver Corporation, an Idaho
corporation, whose principal executive officers
are located at:
Suite 500
625 Howe Street
Vancouver, B.C. V6C 2T6
2. Item 3 is hereby amended and restated as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
-------------------------------------------------
ConSil Corp., formerly known as Consolidated
Silver Corporation, was formed in 1968 through the
efforts of a number of north Idaho based mining
companies who each contributed mineral properties
and mining related facilities to the Corporation
in exchange for securities of the Corporation.
Hecla Mining Company initially acquired 4,109,250
shares of common stock of ConSil Corp. in exchange
for various mineral properties contributed to the
Corporation. Hecla also received 9,273 shares of
preferred stock of ConSil Corp. in exchange for
the contribution of certain mining facilities
associated with the mineral properties. In 1994,
Hecla Mining Company acquired an additional
1,512,387 shares of common stock of ConSil Corp.
and 3,227 shares of preferred stock of ConSil
Corp. in a transaction with Sunshine Mining
Company pursuant to which ConSil Corp. conveyed
its interest in a number of mineral properties to
Sunshine Mining Company in exchange for other
mineral properties and the shares of capital stock
of ConSil Corp. held by Sunshine. Thereafter,
Hecla Mining Company sold approximately 120,000
shares of ConSil Corp. through open-market sales.
An additional 630,088 shares of common stock of
ConSil Corp. were acquired by Hecla from Coeur
d'Alene Mines Corporation ("Coeur"), a north Idaho
based mining company, pursuant to an agreement
<PAGE> 4
between Hecla and Coeur dated July 11, 1995. The
consideration paid to Coeur for the acquisition of
the shares of common stock included the conveyance
of Hecla's undivided interest in certain mineral
properties located in northern Idaho and the
conveyance of certain royalty interests held by
Hecla under the terms of a prior agreement between
the two companies.
On September 21, 1995, the Company issued
1,250,000 shares of common stock to Hecla in
exchange for 12,500 shares of preferred stock held
by Hecla which represented the total outstanding
shares of the Company's preferred stock. Common
stock held by Hecla at December 31, 1995, totaled
7,418,300 shares which is approximately 78.45% of
the Company's total outstanding common stock. The
preferred stock previously held by Hecla was
canceled.
Hecla Mining Company entered into two Stock Option
Agreements dated as of November 14, 1995, with
Ralph R. Noyes and Gerald G. Carlson
("Agreements"). The Stock Option Agreements are
substantially identical, except for the names of
the parties. Hecla Mining Company granted each of
the parties the right to acquire up to 200,000
shares of the common stock of ConSil Corp. held by
Hecla at an exercise price of $0.10 per share,
which right expires November 14, 1997.
Additionally, Hecla granted each of the named
parties the right to purchase up to an additional
300,000 shares of ConSil Corp. common stock held
by Hecla at an exercise price of $0.50 per share,
and an additional 300,000 shares of ConSil Corp.
common stock held by Hecla at an exercise price of
$1.00 per share upon the occurrence of certain
conditions precedent, which rights expire on the
second anniversary after the fulfillment of the
specified conditions precedent. Both Agreements
are attached hereto as Exhibits A and B,
respectively. Hecla Mining Company retains all
beneficial ownership and voting rights in the
stock until the exercise of the options by the
parties granted the rights thereto.
3. Item 4 is hereby amended and supplemented as follows:
ITEM 4. PURPOSE OF THE TRANSACTION
--------------------------
The purpose of the transaction is to provide a
long-term incentive to these officers which is
more
-2-
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directly linked to the profitability of ConSil
Corp. and increases in shareholder value, aligning
more closely their interests as executive officers
with the interests of shareholders. The
transaction reflects Hecla's continued interest in
maintaining a significant equity position in
ConSil Corp. while allowing ConSil Corp. to
fulfill the purposes expressed above.
4. Item 5 is hereby amended and supplemented as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
The information set forth under Item 4 is
incorporated herein by reference.
5. Item 6 is hereby amended and supplemented as follows:
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
--------------------------------------------------
The information set forth under Items 3 and 4 is
incorporated herein by reference.
6. Item 7 is hereby amended and supplemented as follows:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
--------------------------------
Exhibit A - Stock Option Agreement dated as of
November 14, 1995, by and among
Hecla Mining Company and Ralph R.
Noyes
Exhibit B - Stock Option Agreement dated as of
November 14, 1995, by and among
Hecla Mining Company and Gerald G.
Carlson
7. Schedule I is hereby amended and supplemented as follows:
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
---- ----------------------------------
Ted Crumley Director of Hecla Mining Company;
Senior Vice President and Chief
Financial Officer of Boise Cascade
Corporation; Director, Boise
Cascade Office Products Corporation
-3-
<PAGE> 6
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: March 28, 1996
HECLA MINING COMPANY
By: /s/ Nathaniel K. Adams
---------------------------------
Name: Nathaniel K. Adams, Esq.
Title: Assistant Secretary
-4-
<PAGE> 7
EXHIBIT INDEX
Exhibit Description
------- -----------
A - Stock Option Agreement dated as of November 14,
1995, by and among Hecla Mining Company and
Ralph R. Noyes .................................
B - Stock Option Agreement dated as of November 14,
1995, by and among Hecla Mining Company and
Gerald G. Carlson ..............................
-5-
<PAGE> 8
EXHIBIT A
STOCK OPTION AGREEMENT
This Stock Option Agreement (hereinafter referred to as
"Agreement") is made and effective as of the 14th day of
November, 1995, by and between Hecla Mining Company, a Delaware
corporation, whose address is 6500 Mineral Drive, Coeur d'Alene,
Idaho 83814-8788 (hereinafter referred to as "Hecla") and Mr.
Ralph R. Noyes, whose address is 22750 N. Rimrock Rd., P.O. Box
134, Hayden Lake, Idaho 83835 (hereinafter referred to as
"Noyes").
RECITALS
WHEREAS, Hecla is a major shareholder of ConSil Corp., an
Idaho corporation (hereinafter referred to as "ConSil"), and
Hecla is interested in improving the value of its shares in
ConSil by aiding ConSil in employing and retaining a qualified
Chairman by granting an option to purchase certain shares of
common stock of ConSil owned by Hecla on the terms and conditions
specified in this Agreement;
WHEREAS, Noyes is willing to agree to serve as Chairman of
ConSil on certain terms and conditions, which include the terms
and conditions expressed in this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the
following, the Parties, intending to be legally bound, do hereby
agree as follows:
1. Grant of Stock Purchase Option: Hecla hereby grants to
Noyes the right to purchase up to two hundred thousand (200,000)
shares of the common stock of ConSil currently owned by Hecla for
the price of ten cents ($0.10) per share, subject to the
restrictions specified in Section 6 of this Agreement. Noyes'
right to exercise the options specified in this Section 2 shall
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<PAGE> 9
expire if not exercised prior to the second anniversary of this
Agreement.
2. Options to be Granted on Financing: At such time as
ConSil enters into a financing arrangement or arrangements
whereby ConSil obtains proceeds equal to or in excess of one
million five hundred thousand dollars ($1,500,000) net to ConSil,
Hecla shall grant to Noyes the right to purchase up to three
hundred thousand (300,000) shares of the unrestricted common
stock of ConSil currently owned by Hecla for the price of fifty
cents ($0.50) per share. Noyes' right to exercise the options
specified in this Section 2 of this Agreement shall expire if not
exercised prior to the second anniversary of the closing of the
financing arrangement specified herein.
3. Options to be Granted on Delivery of Feasibility Study:
At such time as either (i) ConSil delivers to Hecla a bankable
feasibility study prepared in accordance with standards generally
accepted in the mining industry which recommends a positive
decision to develop a mine on any property owned or controlled by
ConSil which would produce each year on a sustainable basis for
at least seven (7) years in excess of one million ounces of
silver (1,000,000 oz.) or precious metals equivalent, the ratios
for which equivalency shall be based on then prevailing commodity
prices; or (ii) the market price of ConSil common stock trades
for ten (10) consecutive days at greater than three dollars
(US$3.00) per share, then Noyes shall have the right to purchase
up to three hundred thousand (300,000) shares of the common stock
of ConSil currently owned by Hecla for the price of one dollar
($1.00) per share. Noyes' right to exercise the options
specified in this Section 3 shall expire if not exercised prior
to the second anniversary of the delivery of the feasibility
study or the last date one which the per share price of ConSil
Stock trades at the level specified herein.
2
<PAGE> 10
4. Method of Exercise of Option: The options specified in
this Agreement shall be exercisable in the following manner:
Upon the occurrence of the conditions specified herein, Noyes
shall tender written notice thereof to the attention of the
General Counsel of Hecla at the address first mentioned above,
specifying the number of shares which Noyes wishes to purchase,
together with payment in readily available funds therefor at the
rate specified herein, with instructions for ConSil's transfer
agent necessary or convenient to accomplish the transfer of the
shares from Hecla to Noyes, subject to the restrictions described
in Section 5 of this Agreement.
5. Restrictions on Stock: Subject to the provisions of
Section 7 of this Agreement, one-half of all of the shares of
stock Noyes acquires pursuant to the options granted in this
Agreement may not be traded by Noyes during Noyes' tenure as an
officer of ConSil, and shall be subject to and bear the following
restrictive legend:
The shares represented by this certificate
are subject to that certain Option Agreement
between Ralph R. Noyes and Hecla Mining
Company dated as of November 14, 1995, and
the rights associated with the shares
represented by this certificate including
transferring or otherwise trading, except as
provided therein. A copy of said agreement
is on file with the parties at their
respective offices.
The legend shall be removed only under the circumstances
specified in Section 7 of this Agreement.
6. No activities adverse to Hecla or ConSil: During the
term of this Agreement or any extension thereof, Noyes agrees not
to engage in any activity either independently or by agreement
which would be adverse to Hecla or its mineral properties or
operating interests.
7. Termination: (a) This Agreement shall automatically
3
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terminate upon the death of Noyes or upon Noyes becoming disabled
from performing the duties herein to be performed by Noyes. In
the event of Noyes' death or disability, only those options which
are vested in accordance with the terms of this Agreement may be
exercised by Noyes, his heirs or the duly authorized
representative of his estate in accordance with the terms of this
Agreement, the restrictive legend specified in Section 5 of this
Agreement shall not be placed upon such shares to be issued, and
the legend shall be removed from all shares have been issued in
accordance with this Agreement.
(b) Except as provided in Section 7(c), below, this
Agreement shall automatically terminate immediately upon Noyes'
resignation from ConSil, or upon Noyes being terminated from
employment with ConSil for cause. In the event of Noyes'
resignation or termination from employment, Noyes shall have no
right to exercise the options specified herein, and the
restrictive legend specified in Section 5 of this Agreement shall
be removed from all shares which have been issued in accordance
with this Agreement.
(c) In the event that Hecla's ownership in ConSil common
stock is reduced to thirty percent (30%) or less, of the
outstanding common stock, and thereafter Noyes separates from
employment with ConSil for any reason, the right to exercise all
of the options specified in Sections 2 and 3 of this Agreement
shall immediately vest and shall be exercisable by Noyes,
notwithstanding the conditions specified therein, for the term of
two (2) years from and after the date of Noyes' separation from
employment. Upon exercise thereof no such shares shall bear the
restrictive legend specified in Section 5 of this Agreement, and
the restrictive legend specified in Section 5 of this Agreement
shall be removed from all shares which have been issued in
accordance with this Agreement.
8. Confidentiality: Any and all information and data
acquired by Noyes concerning Hecla or its properties in
4
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connection with his employment with ConSil, shall be subject to
the following conditions:
(a) Noyes shall not, during the term of this Agreement
or any time thereafter, without the prior written consent of
Hecla, disclose any confidential information (as the term is
hereinafter defined) to any other person, firm or
organization or use such confidential information to the
detriment of Hecla.
(b) "Confidential Information," as used hereinabove,
shall mean all information which shall be furnished by
Hecla, generated by Noyes in his capacity as a consultant,
officer, or other representative of Hecla, or by Hecla's
agents, other representatives or consultants, and shall
include, without limiting the generality of the foregoing,
information relating to mineral properties and operations of
Hecla, except data which was either (i) known, as evidenced
by document, written or drawn information, to Noyes prior to
receipt of any disclosures from Hecla or, (ii) in commercial
use or disclosed to others or known to the public in general
in the form of generally available printed documents prior
to the date of this Agreement, or (iii) as otherwise
available to Noyes other than as a consequence of a breach
of this Agreement from a source other than Hecla.
9. Assignment: This Agreement is in the nature of a stock
option agreement, and Noyes shall not have the right to assign
this Agreement or delegate any of the rights or obligations
specified herein without the prior written consent of Hecla,
which consent may be unilaterally withheld in Hecla's absolute
and sole discretion.
5
<PAGE> 13
10. Governing Law: This Agreement shall be governed by the
laws of the State of Idaho, United States of America.
11. No Third-Party Beneficiaries: This Agreement is
intended exclusively for the benefit of the parties hereto,
Carlson, his heirs, administrators and executors, and Hecla, as a
shareholder of ConSil, and each of the parties hereby expressly
acknowledges and agrees that no parties other than the above-
described persons are intended to benefit by this Agreement.
12. No Modification: This Agreement may not be varied,
modified, rescinded, canceled, amended or terminated other than
expressly accordance with its terms and in a written document
executed by the parties or their duly authorized representatives.
13. Counterparts: This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and
all of which, taken together, shall constitute the Agreement.
14. Currency: All references to currency herein shall be
deemed to be the currency of the United States of America.
IN WITNESS WHEREOF, Hecla and Noyes have executed this
Agreement as of the date first mentioned above.
HECLA MINING COMPANY: RALPH R. NOYES
By: /s/ Michael B. White /s/ Ralph R. Noyes
------------------------ ---------------------------
Name: Michael B. White
Title: Vice President
6
<PAGE> 14
EXHIBIT B
STOCK OPTION AGREEMENT
This Stock Option Agreement (hereinafter referred to as
"Agreement") is made and effective as of the 14th day of
November, 1995, by and between Hecla Mining Company, a Delaware
corporation, whose address is 6500 Mineral Drive, Coeur d'Alene,
Idaho 83814-8788 (hereinafter referred to as "Hecla") and Dr.
Gerald G. Carlson, a citizen of Canada, whose business address is
777 Hornby Street, Suite 1230, Vancouver, British Columbia V6Z
1S4 (hereinafter referred to as "Carlson").
RECITALS
WHEREAS, Hecla is a major shareholder of ConSil Corp., an
Idaho corporation (hereinafter referred to as "ConSil"), and
Hecla is interested in improving the value of its shares in
ConSil by aiding ConSil in employing and retaining a qualified
President by granting an option to purchase certain shares of
common stock of ConSil owned by Hecla on the terms and conditions
specified in this Agreement;
WHEREAS, Carlson is willing to agree to serve as President
of ConSil on certain terms and conditions, which include the
terms and conditions expressed in this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the
following, the Parties, intending to be legally bound, do hereby
agree as follows:
1. Grant of Stock Purchase Option: Hecla hereby grants to
Carlson the right to purchase up to two hundred thousand
(200,000) shares of the common stock of ConSil currently owned by
Hecla for the price of ten cents ($0.10) per share, subject to
the restrictions specified in Section 6 of this Agreement.
Carlson's
1
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right to exercise the options specified in this Section 2 shall
expire if not exercised prior to the second anniversary of this
Agreement.
2. Options to be Granted on Financing: At such time as
ConSil enters into a financing arrangement or arrangements
whereby ConSil obtains proceeds equal to or in excess of one
million five hundred thousand dollars ($1,500,000) net to ConSil,
Hecla shall grant to Carlson the right to purchase up to three
hundred thousand (300,000) shares of the unrestricted common
stock of ConSil currently owned by Hecla for the price of fifty
cents ($0.50) per share. Carlson's right to exercise the options
specified in this Section 2 of this Agreement shall expire if not
exercised prior to the second anniversary of the closing of the
financing arrangement specified herein.
3. Options to be Granted on Delivery of Feasibility Study:
At such time as either (i) ConSil delivers to Hecla a bankable
feasibility study prepared in accordance with standards generally
accepted in the mining industry which recommends a positive
decision to develop a mine on any property owned or controlled by
ConSil which would produce each year on a sustainable basis for
at least seven (7) years in excess of one million ounces of
silver (1,000,000 oz.) or precious metals equivalent, the ratios
for which equivalency shall be based on then prevailing commodity
prices; or (ii) the market price of ConSil common stock trades
for ten (10) consecutive days at greater than three dollars
(US$3.00) per share, then Carlson shall have the right to
purchase up to three hundred thousand (300,000) shares of the
common stock of ConSil currently owned by Hecla for the price of
one dollar ($1.00) per share. Carlson's right to exercise the
options specified in this Section 3 shall expire if not exercised
prior to the second anniversary of the delivery of the
feasibility study or the last date one which the per share price
of ConSil Stock trades at the level specified herein.
2
<PAGE> 16
4. Method of Exercise of Option: The options specified in
this Agreement shall be exercisable in the following manner:
Upon the occurrence of the conditions specified herein, Carlson
shall tender written notice thereof to the attention of the
General Counsel of Hecla at the address first mentioned above,
specifying the number of shares which Carlson wishes to purchase,
together with payment in readily available funds therefor at the
rate specified herein, with instructions for ConSil's transfer
agent necessary or convenient to accomplish the transfer of the
shares from Hecla to Carlson, subject to the restrictions
described in Section 5 of this Agreement.
5. Restrictions on Stock: Subject to the provisions of
Section 7 of this Agreement, one-half of all of the shares of
stock Carlson acquires pursuant to the options granted in this
Agreement may not be traded by Carlson during Carlson's tenure as
an officer of ConSil, and shall be subject to and bear the
following restrictive legend:
The shares represented by this certificate
are subject to that certain Option Agreement
between Gerald G. Carlson and Hecla Mining
Company dated as of November 14, 1995, and
the rights associated with the shares
represented by this certificate including
transferring or otherwise trading, except as
provided therein. A copy of said agreement
is on file with the parties at their
respective offices.
The legend shall be removed only under the circumstances
specified in Section 7 of this Agreement.
6. No activities adverse to Hecla: During the term of this
Agreement or any extension thereof, Carlson agrees not to engage
in any activity either independently or by agreement which would
be adverse to Hecla or its mineral properties or operating
interests.
7. Termination: (a) This Agreement shall automatically
terminate upon the death of Carlson or upon Carlson becoming
3
<PAGE> 17
disabled from performing the duties herein to be performed by
Carlson. In the event of Carlson's death or disability, only
those options which are vested in accordance with the terms of
this Agreement may be exercised by Carlson, his heirs or the duly
authorized representative of his estate in accordance with the
terms of this Agreement, the restrictive legend specified in
Section 5 of this Agreement shall not be placed upon such shares
to be issued, and the legend shall be removed from all shares
which have been issued in accordance with this Agreement.
(b) Except as provided in Section 7(c), below, this
Agreement shall automatically terminate immediately upon
Carlson's resignation from ConSil, or upon Carlson being
terminated from employment with ConSil for cause. In the event
of Carlson's resignation or termination from employment, Carlson
shall have no right to exercise the options specified herein, and
the restrictive legend specified in Section 5 of this Agreement
shall be removed from all shares which have been issued in
accordance with this Agreement.
(c) In the event that Hecla's ownership in ConSil common
stock is reduced to thirty percent (30%) or less, of the
outstanding common stock, and thereafter Carlson separates from
employment with ConSil for any reason, the right to exercise all
of the options specified in Sections 2 and 3 of this Agreement
shall immediately vest and shall be exercisable by Carlson,
notwithstanding the conditions specified therein, for the term of
two (2) years from and after the date of Carlson's separation
from employment. Upon exercise thereof no such shares shall bear
the restrictive legend specified in Section 5 of this Agreement,
and the restrictive legend specified in Section 5 of this
Agreement shall be removed from all shares which have been issued
in accordance with this Agreement.
8. Confidentiality: Any and all information and data
acquired by Carlson concerning Hecla or its properties in
4
<PAGE> 18
connection with his employment with ConSil, shall be subject to
the following conditions:
(a) Carlson shall not, during the term of this
Agreement or any time thereafter, without the prior written
consent of Hecla, disclose any confidential information (as
the term is hereinafter defined) to any other person, firm
or organization or use such confidential information to the
detriment of Hecla.
(b) "Confidential Information," as used hereinabove,
shall mean all information which shall be furnished by Hecla
generated by Carlson in his capacity as a consultant,
officer, or other representative of Hecla or by Hecla's
agents, other representatives or consultants, and shall
include, without limiting the generality of the foregoing,
information relating to mineral properties and operations of
Hecla, except data which was either (i) known, as evidenced
by document, written or drawn information, to Carlson prior
to receipt of any disclosures from Hecla or, (ii) in
commercial use or disclosed to others or known to the public
in general in the form of generally available printed
documents prior to the date of this Agreement, or (iii) as
otherwise available to Carlson other than as a consequence
of a breach of this Agreement from a source other than
Hecla.
9. Assignment: This Agreement is in the nature of a stock
option agreement, and Carlson shall not have the right to assign
this Agreement or delegate any of the rights or obligations
specified herein without the prior written consent of Hecla,
which consent may be unilaterally withheld in Hecla's absolute
and sole discretion.
5
<PAGE> 19
10. Governing Law: This Agreement shall be governed by the
laws of the State of Idaho, United States of America.
11. No Third-Party Beneficiaries: This Agreement is
intended exclusively for the benefit of the parties hereto,
Carlson, his heirs, administrators and executors, and Hecla, as a
shareholder of ConSil, and each of the parties hereby expressly
acknowledges and agrees that no parties other than the above-
described persons are intended to benefit by this Agreement.
12. No Modification: This Agreement may not be varied,
modified, rescinded, canceled, amended or terminated other than
expressly accordance with its terms and in a written document
executed by the parties or their duly authorized representatives.
13. Counterparts: This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and
all of which, taken together, shall constitute the Agreement.
14. Currency: All references to currency herein shall be
deemed to be the currency of the United States of America.
IN WITNESS WHEREOF, Hecla and Carlson have executed this
Agreement as of the date first mentioned above.
HECLA MINING COMPANY: DR. GERALD G. CARLSON
By: /s/ Michael B. White /s/ Gerald G. Carlson
------------------------- ----------------------------
Name: Michael B. White
Title: Vice President
6
