Hudbay Minerals Inc 6-K, filed Jun 20, 2023
Hudbay Minerals Inc. (HBM)
About this 6-K
Hudbay Minerals Inc filed this 6-K on June 20, 2023.
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 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2023
Commission File Number: 001-34244
HUDBAY MINERALS INC.
(Translation of registrant’s name into English)
25 York Street, Suite 800
Toronto, Ontario
M5J 2V5, Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ ] Form 40-F [X]
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): [ ]
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _____________________________
EXPLANATORY NOTE
On June 19, 2023 and on June 20, 2023, respectively, Hudbay Minerals Inc. (“Hudbay”) filed on the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR) website at www.sedar.com the following documents: (1) News Release - June 19, 2023, and (2) News Release - June 20, 2023.
Copies of the filings are attached to this Form 6-K and incorporated herein by reference, as follows:
-
Exhibit 99.1 — News Release - June 19, 2023
- Exhibit 99.2 — News Release - June 20, 2023
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SIGNATURE
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.
| HUDBAY MINERALS INC. | ||
| (registrant) | ||
| By: | /s/ Mark Haber | |
| Name: | Mark Haber | |
| Title: | Executive Director, Legal and Corporate Secretary | |
Date: June 20, 2023
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EXHIBIT INDEX
The following exhibits are furnished as part of this Form 6-K:
| Exhibit | Description | |
| 99.1 | News Release - June 19, 2023 | |
| 99.2 | News Release - June 20, 2023 |
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Hudbay to Acquire Rockcliff to Consolidate the Snow Lake Camp
Toronto, Ontario, June 19, 2023 - Hudbay Minerals Inc. ("Hudbay") (TSX, NYSE: HBM) and Rockcliff Metals Corp. ("Rockcliff") (CSE: RCLF, OTCQB: RKCLF) are pleased to announce that they have entered into a definitive agreement (the "Arrangement Agreement") pursuant to which Hudbay will acquire 100% of the issued and outstanding common shares of Rockcliff that it does not already own (the "Arrangement").
Under the Arrangement Rockcliff shareholders will receive 0.006776 of a Hudbay common share for each Rockcliff common share held, representing an attractive premium to Rockcliff's recent trading price. The enterprise value to Hudbay, net of Rockcliff's cash, is approximately US$13 million.
Ken Lapierre, Interim President, Chief Executive Officer and Director of Rockcliff, comments, "We are delighted that Hudbay views Rockcliff as an important and strategic acquisition for their operations in the Snow Lake camp. As a junior explorer, it is a fitting result to be able to complete a transaction with a producer such as Hudbay. It is also a testament to the work completed and prospectivity of our assets that one day these deposits may become mines in the camp. We can now move forward as Hudbay shareholders and benefit from their abilities as an explorer and producer in the precious and base metal space and from their growing inventory of world class assets in the Americas."
Peter Kukielski, President and Chief Executive Officer of Hudbay, comments, "This is a logical transaction that has the potential to further extend mine life at our Snow Lake operations by consolidating our ownership in the Talbot copper-gold deposit and more than tripling our prospective land package in the Snow Lake region. The Talbot deposit and the additional Rockcliff satellite deposits provide further optionality and potential future feed sources for our Stall and New Britannia mills."
Rockcliff is the 49% joint venture partner on Hudbay's Talbot project and also owns 100% of six additional deposits in the Snow Lake region. Rockcliff is one of the largest landholders in the Snow Lake area with approximately 1,800 km2 across all its properties. Rockcliff has measured and indicated mineral resources of 7.9 million tonnes grading 3.60%i copper equivalent and inferred mineral resources of 5.1 million tonnes grading 3.19%i copper equivalent. For additional disclosure of Rockcliff's mineral resource estimates, please refer to the Tower, Rail, Talbot, and Bur technical reports available under Rockcliff's profile at www.sedar.com and on Rockcliff's website at www.rockcliffmetals.com.
Summary of the Arrangement
The Arrangement will be implemented by way of a court-approved plan of arrangement pursuant to the Business Corporations Act (Ontario) and will require the approval of the Ontario Superior Court of Justice (Commercial List) and the approval of at least two-thirds of the votes cast by Rockcliff shareholders at a special meeting of Rockcliff shareholders which is expected to be held in the third quarter of 2023.
In addition to the aforementioned approvals, completion of the Arrangement is subject to other customary conditions and stock exchange approvals. The Arrangement is expected to close in the third quarter of 2023.
In connection with the Arrangement, all of the directors and senior officers of Rockcliff as well as Greenstone Resources II L.P. and Olive Resource Capital Inc. have entered into customary voting support agreements with Hudbay, pursuant to which they have agreed to vote their Rockcliff shares, representing approximately 65% of the issued and outstanding Rockcliff shares, in favour of the Arrangement.
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The Arrangement Agreement provides for customary deal protection provisions, including non-solicitation covenants on the part of Rockcliff and a right in favour of Hudbay to match any unsolicited superior proposal. In the event that the Arrangement Agreement is terminated in certain circumstances, Rockcliff has agreed to pay Hudbay a termination fee of C$700,000.
Board of Directors Recommendation
Rockcliff appointed a special committee of independent directors (the "Special Committee") to consider and make a recommendation to the Board of Directors of Rockcliff (the "Board") with respect to the Arrangement. The Special Committee, after consultation with its financial advisors, unanimously recommended that the Board approve the Arrangement and recommend that Rockcliff shareholders vote in favour of the Arrangement.
Based on the unanimous recommendation of the Special Committee, and after consultation with its financial and legal advisors, the Board has unanimously approved the Arrangement and recommends that Rockcliff shareholders vote in favour of the Arrangement.
Each of Haywood Securities Inc. and INFOR Financial Inc. have provided the Special Committee and Board, respectively, with a fairness opinion, stating that, in its opinion, based upon and subject to the assumptions, limitations, and qualifications set forth therein, the consideration to be received by Rockcliff shareholders under the Arrangement is fair, from a financial point of view, to the Rockcliff shareholders.
Advisors and Counsel
INFOR Financial is acting as financial advisor to Rockcliff and Peterson McVicar LLP is acting as legal counsel to Rockcliff.
National Bank Financial is acting as financial advisor to Hudbay and Goodmans LLP is acting as legal counsel to Hudbay.
About Rockcliff
Rockcliff is a Canadian exploration and resource development company with several advanced-stage, high-grade VMS copper-zinc dominant deposits in the Snow Lake area of central Manitoba. The company is a major landholder in the Flin Flon-Snow Lake Greenstone Belt which is the largest Paleoproterozoic VMS district in the world, hosting high-grade mines and deposits containing copper, zinc, gold and silver. The company's extensive portfolio of properties totals approximately 1,800 km² and includes six 100% owned high grade, undeveloped VMS deposits. Rockcliff's (49% ownership) seventh high grade VMS deposit, the Talbot copper deposit, is a joint venture with Hudbay (51% ownership).
Ken Lapierre P.Geo., Interim President, and CEO of Rockcliff, a Qualified Person in accordance with Canadian regulatory requirements as set out in NI 43-101, has read and approved the scientific and technical information contained in this press release.
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About Hudbay
Hudbay (TSX, NYSE: HBM) is a copper-focused mining company with three long-life operations and a world-class pipeline of copper growth projects in tier-one mining-friendly jurisdictions of Canada, Peru and the United States.
Hudbay's operating portfolio includes the Constancia mine in Cusco (Peru), the Snow Lake operations in Manitoba (Canada) and, upon completion of the arrangement with Copper Mountain Mining Corp., the Copper Mountain mine in British Columbia (Canada). Copper is the primary metal produced by the company, which is complemented by meaningful gold production. Hudbay's growth pipeline includes the Copper World project in Arizona, the Mason project in Nevada (United States), the Llaguen project in La Libertad (Peru) and several expansion and exploration opportunities near its existing operations.
The value Hudbay creates and the impact it has is embodied in its purpose statement: "We care about our people, our communities and our planet. Hudbay provides the metals the world needs. We work sustainably, transform lives and create better futures for communities." Hudbay's mission is to create sustainable value and strong returns by leveraging its core strengths in community relations, focused exploration, mine development and efficient operations. Further information about Hudbay can be found on www.hudbay.com.
Forward-Looking Information
This release contains certain "forward looking statements" and certain "forward-looking information" as "defined under applicable Canadian and U.S. securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "should", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. The forward-looking information contained herein is provided for the purpose of assisting readers in understanding management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes.
Forward-looking statements relate to future events or future performance and reflect Hudbay's and Rockcliff's expectations or beliefs regarding future events. Forward-looking statements include, but are not limited to statements with respect to the consummation and timing of the Arrangement; approval by Rockcliff's shareholders; the satisfaction of the conditions precedent to the Arrangement; the strengths, characteristics and potential of the Arrangement; growth potential and expectations regarding the timing, receipt and anticipated effects of court approval and other consents and approvals; the impact of the Arrangement on Rockcliff, Hudbay and their respective shareholders and other stakeholders; and other anticipated benefits of the Arrangement. By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, amongst others, risks related to failure to receive approval by Rockcliff shareholders, the required court and other consents and approvals required to effect the Arrangement, the potential of a third party making a superior proposal and the possibility that the Arrangement Agreement could be terminated under certain circumstances.
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Forward-looking information are based on management of the parties' reasonable assumptions, estimates, expectations, analyses and opinions, which are based on such management's experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Such factors, among other things, include: business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of copper or certain other commodities; change in national and local governments, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); discrepancies between actual and estimated metallurgical recoveries; inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties.
Hudbay and Rockcliff undertake no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on the information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.
For further information, please contact:
Rockcliff
Ken Lapierre
Interim President & CEO
(647) 678-3879
ken@rockcliffmetals.com
Hudbay
Candace Brûlé
Vice President, Investor Relations
(416) 814-4387
candace.brule@hudbay.com
________________________
i Copper equivalent calculations conducted assuming metal prices of U$3.52/lb copper, US$1,817/oz gold, US$1.18/lb zinc and US$23.75/oz Ag.
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News Release |
Hudbay Completes Acquisition of Copper Mountain to Create a Premier Americas-Focused Copper Producer
Toronto, Ontario, June 20, 2023 - Hudbay Minerals Inc. ("Hudbay") (TSX, NYSE: HBM) is pleased to announce that it has closed its previously announced court-approved plan of arrangement with Copper Mountain Mining Corporation ("Copper Mountain"), pursuant to which Hudbay has acquired all of the issued and outstanding common shares of Copper Mountain effective as of today's date (the "Transaction"). Copper Mountain is now a wholly-owned subsidiary of Hudbay and, in accordance with the terms of the Transaction, former Copper Mountain shareholders received 0.381 of a Hudbay share for each Copper Mountain share previously held.
The Transaction creates a premier Americas-focused copper mining company that is well-positioned to deliver sustainable cash flows from an operating portfolio of three long-life mines, as well as compelling organic growth from a world-class pipeline of copper expansion and development projects. All assets in the combined portfolio are located in the tier-one mining-friendly jurisdictions of Canada, Peru and the United States. The combined company represents the third largest copper producer in Canada based on 2023 estimated copper productioni.
Peter Kukielski, Hudbay's President and Chief Executive Officer, commented, "We look forward to the formal integration of Copper Mountain into our complementary portfolio of operating assets. By applying our technical expertise, we expect to unlock significant annual operating efficiencies and synergies at the mine to drive further value for shareholders. This transaction creates a larger, more resilient operating platform that enhances our copper exposure, accelerates our deleveraging efforts, and positions us to more efficiently allocate capital to prudently advance our enviable organic growth pipeline."
Leadership Additions
In connection with the closing of the Transaction, Hudbay has appointed Jeane Hull and Paula Rogers to its board of directors.
Jeane Hull has over 35 years of operational leadership and engineering experience, most notably holding the positions of Executive Vice President and Chief Technical Officer of Peabody Energy Corporation and Chief Operating Officer for Kennecott Utah Copper Mine, a subsidiary of Rio Tinto plc.
Paula Rogers has over 25 years of experience working for Canadian-based international public companies in the areas of corporate governance, treasury, mergers and acquisitions, financial reporting and tax. Ms. Rogers has been an officer of several public companies including Vice-President, Treasurer of Goldcorp Inc. and Treasurer of Wheaton River Minerals Ltd.
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The experience, skills and perspectives of each of the new directors will complement the composition of Hudbay's board and provide strengthened stewardship for the combined company.
Hudbay has also further bolstered the strength of its management team with the addition of Letitia Wong who will lead integration and Richard Klue as Vice President, Engineering Studies, in addition to benefiting from other members of the Copper Mountain team that are continuing with the combined company. As previously planned, Gil Clausen, Copper Mountain's President and Chief Executive Officer, has retired and will transition to an advisory role for the combined company for the next year.
Strengthened Position as a Result of the Transaction
The combination of Hudbay and Copper Mountain is on-strategy with strong industrial logic that is expected to deliver compelling benefits, as highlighted below:
- Scale - a larger-scale platform with three long-life operating mines with exploration and expansion upside, three large-scale development projects and one of the largest mineral resource bases among intermediate copper producers;
- Diversification - a geographically balanced portfolio in tier-one mining jurisdictions with approximately 55% of net asset value ("NAV")ii estimated to be from North American assets and 45% of NAV estimated to be from South American assets;
- Copper-Focused - a copper-focused portfolio with expected 2023 copper production of more than 150,000 tonnes in the second quartile position on the copper cost curveiii, complemented by meaningful gold production;
- Efficiencies - an estimated US$30 millioniv per year of operating efficiencies and corporate synergies, including approximately US$20 million per year from operating cost reductions through the application of Hudbay's operating efficiency practices to the Copper Mountain mine;
- Deleveraging - well-positioned for accelerated deleveraging in the near-term from increased diversification of cash flows and enhanced exposure to rising copper prices;
- Capital Allocation - an ability to maximize value from a larger organic growth pipeline by more efficiently allocating capital to projects that yield the highest risk-adjusted returns; the combined company's greater cash flow generation and strong balance sheet will enhance the ability to advance brownfield expansion opportunities and prudently develop Hudbay's Copper World project in Arizona, which is expected to deliver meaningful growth to the combined company; and
- Valuation Re-rating Potential - the strategic and financial benefits from the Transaction is expected to position the combined company for a valuation re-rating.
Forward-Looking Information
This release contains certain "forward looking statements" and certain "forward-looking information" as defined under applicable Canadian and U.S. securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "should", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. The forward-looking information contained herein is provided for the purpose of assisting readers in understanding management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes.
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Forward-looking statements relate to future events or future performance and reflect Hudbay's expectations or beliefs regarding future events. Forward-looking statements include, but are not limited to, statements with respect to the strengths, characteristics and potential of the Transaction; the impact of the Transaction on shareholders of Hudbay and other stakeholders and other anticipated benefits of the Transaction. By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
Forward-looking information is based on management of the parties' reasonable assumptions, estimates, expectations, analyses and opinions, which are based on such management's experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Such factors, among other things, include: business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of copper or certain other commodities; change in national and local governments, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); discrepancies between actual and estimated metallurgical recoveries; inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and Indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties.
Hudbay undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on the information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.
About Hudbay
Hudbay (TSX, NYSE: HBM) is a copper-focused mining company with three long-life operations and a world-class pipeline of copper growth projects in tier-one mining-friendly jurisdictions of Canada, Peru and the United States.
Hudbay's operating portfolio includes the Constancia mine in Cusco (Peru), the Snow Lake operations in Manitoba (Canada) and the Copper Mountain mine in British Columbia (Canada). Copper is the primary metal produced by the company, which is complemented by meaningful gold production. Hudbay's growth pipeline includes the Copper World project in Arizona, the Mason project in Nevada (United States), the Llaguen project in La Libertad (Peru) and several expansion and exploration opportunities near its existing operations.
The value Hudbay creates and the impact it has is embodied in its purpose statement: "We care about our people, our communities and our planet. Hudbay provides the metals the world needs. We work sustainably, transform lives and create better futures for communities." Hudbay's mission is to create sustainable value and strong returns by leveraging its core strengths in community relations, focused exploration, mine development and efficient operations. Further information about Hudbay can be found on www.hudbay.com.
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For further information, please contact:
Candace Brûlé
Vice President, Investor Relations
(416) 814-4387
candace.brule@hudbay.com
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i Sourced from company filings and Wood Mackenzie research.
ii NAV is based on analyst consensus estimates.
iii Based on Wood Mackenzie's 2023 by-product C1 copper cost curve (Q4 2022 dataset).
iv Pre-tax annual synergies achieved over the course of 3 years.