Hudbay Minerals Inc 6-K, filed Mar 29, 2022
Hudbay Minerals Inc. (HBM)
About this 6-K
Hudbay Minerals Inc filed this 6-K on March 29, 2022.
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 March 2022
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 March 28, 2022, 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 dated March 28, 2022, (2) Code of Conduct, (3) Amending Agreement No. 5 - Wheaton Precious Metals International Ltd., (4) Form 52-109F1 Certification of Annual Filings Full Certificate - CEO, (5) Form 52-109F1 Certification of Annual Filings Full Certificate - CFO.
Copies of the filings are attached to this Form 6-K and incorporated herein by reference, as follows:
-
Exhibit 99.1 — News Release dated March 28, 2022
-
Exhibit 99.2 — Code of Conduct
-
Exhibit 99.3 — Amending Agreement No. 5 - Wheaton Precious Metals International Ltd.
-
Exhibit 99.4 — Form 52-109F1 Certification of Annual Filings Full Certificate - CEO
-
Exhibit 99.5 — Form 52-109F1 Certification of Annual Filings Full Certificate - CFO
2
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/ Patrick Donnelly | |
| Name: | Patrick Donnelly | |
| Title: | Vice President and General Counsel | |
Date: March 29, 2022
3
EXHIBIT INDEX
The following exhibits are furnished as part of this Form 6-K:
4
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TSX, NYSE - HBM |
| 2022 No. 3 |
| 25 York Street, Suite 800 Toronto, Ontario Canada M5J 2V5 tel 416 362-8181 fax 416 362-7844 hudbay.com |
News Release |
Hudbay Provides Annual Reserve and Resource Update
- Mineral reserve growth replaces close to 100% of 2021 mining depletion and extends the mine life at each of Constancia and Snow Lake by one year to 2038
- Annual copper production from Constancia is expected to average approximately 105,000 tonnes over the next seven years, a 35% increase from 2021 levels
- Annual gold production from Snow Lake is expected to average over 180,000 ounces over the next six years, a more than 55% increase from 2021 levels
- Positive scoping study on underground mining potential at Constancia Norte results in an initial inferred mineral resource estimate of 6.5 million tonnes at 1.2% copper, adding potential to increase copper production at Constancia after 2028
- Successful exploration at Lalor and the 1901 deposit in Snow Lake further increases the size of the base metal and gold zones at these deposits; contained gold in Snow Lake's mineral reserve estimates increases by 218,000 ounces to 2.4 million ounces
- Ongoing exploration drilling at Copper World in Arizona has the potential to extend known mineralization on private mining claims; preliminary economic assessment remains on track for completion in the first half of 2022
Toronto, Ontario, March 28, 2022 - Hudbay Minerals Inc. ("Hudbay" or the "company") (TSX, NYSE:HBM) today released its annual mineral reserve and resource update. All amounts are in U.S. dollars, unless otherwise noted.
"We have continued to grow our copper and gold mineral reserves and resources through successful exploration in Peru, Snow Lake and Arizona," said Peter Kukielski, Hudbay's President and Chief Executive Officer. "While we already have a solid production growth profile for many years to come, our exploration efforts over the past year have been successful in replacing what we have mined, adding reserves to our life of mine plans and expanding our resource base to position us for additional long-term reserves growth. This is another example of our proven track record of delivering value through exploration, and we look forward to continuing to advance our leading organic pipeline of copper exploration and development assets for the next stage of growth at Hudbay."
Constancia Operations
Mine planning gains and economic re-evaluations have resulted in additional mineral reserves at Constancia which have largely offset 2021 mining depletion. Current mineral reserve estimates at Constancia total 521 million tonnes at 0.31% copper with over 1.6 million tonnes in contained copper. As a result, Constancia's expected mine life has been extended one year to 2038. The copper contained in inferred mineral resources has also increased in 2022 due to the inclusion of the Constancia Norte underground mineral resource estimates.
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TSX, NYSE - HBM |
| 2022 No. 3 |
In 2021, Hudbay completed a positive scoping study which resulted in an inferred mineral resource estimate of 6.5 million tonnes at 1.2% copper in two high grade skarn lenses located below the open pit in the Constancia Norte area. The study concluded these two lenses could be mined by underground methods starting in 2029 to supplement the open pit production. Please refer to Figure 1 for a cross-section of the conceptual underground mine design at Constancia Norte. The company intends to conduct infill drilling and an internal pre-feasibility study in hopes of converting the underground mineral resources to mineral reserves for inclusion in the mine plan for the Constancia operations.
Hudbay released an updated mine plan for Constancia in 2021 that reflected an increase in copper and gold production from 2022 to 2025 as the higher grades from the Pampacancha deposit enter the mine plan. The updated mine plan incorporates higher-grade reserves including the Constancia Norte pit extension. With the incorporation of Pampacancha and the Constancia Norte pit extension, annual production at Constancia is expected to average approximately 105,000 tonnes of copper and 60,000 ounces of gold over the next seven years, an increase of approximately 35% and 20%, respectively, from 2021 levels.
Current mineral reserves and resources (exclusive of reserves) for Constancia and Pampacancha as of January 1, 2022 are summarized below.
|
Constancia Operations |
Tonnes |
Cu Grade |
Mo Grade |
Au Grade |
Ag Grade |
|
Constancia Reserves |
|
||||
|
Proven |
426,200,000 |
0.29 |
82 |
0.042 |
2.90 |
|
Probable |
56,800,000 |
0.24 |
69 |
0.043 |
3.06 |
|
Total Proven and Probable - Constancia |
483,000,000 |
0.28 |
80 |
0.042 |
2.92 |
|
Pampacancha Reserves |
|
||||
|
Proven |
36,400,000 |
0.65 |
177 |
0.368 |
5.26 |
|
Probable |
1,600,000 |
0.52 |
234 |
0.259 |
6.33 |
|
Total Proven and Probable - Pampacancha |
38,000,000 |
0.65 |
179 |
0.364 |
5.30 |
|
Total Proven and Probable |
521,000,000 |
0.31 |
87 |
0.065 |
3.09 |
|
Constancia Resources |
|
||||
|
Measured |
123,800,000 |
0.22 |
64 |
0.038 |
2.07 |
|
Indicated |
118,200,000 |
0.22 |
65 |
0.037 |
2.08 |
|
Inferred - Open Pit |
51,000,000 |
0.30 |
77 |
0.054 |
2.69 |
|
Inferred - Underground |
6,490,000 |
1.20 |
69 |
0.137 |
8.62 |
|
Pampacancha Resources |
|
||||
|
Measured |
9,200,000 |
0.37 |
63 |
0.293 |
5.71 |
|
Indicated |
1,500,000 |
0.39 |
152 |
0.223 |
6.63 |
|
Inferred |
6,800,000 |
0.33 |
102 |
0.286 |
5.01 |
|
Total Measured and Indicated |
252,700,000 |
0.23 |
65 |
0.048 |
2.23 |
|
Total Inferred |
64,300,000 |
0.40 |
79 |
0.087 |
3.53 |
Note: totals may not add up correctly due to rounding.
1 Mineral resources are exclusive of mineral reserves and do not have demonstrated economic viability.
2 Mineral resources do not include factors for mining recovery or dilution.
3 The open pit mineral reserves and resources are estimated using a minimum NSR cut-off of $6.40 per tonne and assuming metallurgical recoveries (applied by ore type) of 86% for copper on average for the life of mine, while the underground inferred resources at Constancia Norte are based on a 0.65% copper cut-off grade.
4 Long-term metal prices of $3.45 per pound copper, $11.00 per pound molybdenum, $1,500 per ounce gold, and $20.00 per ounce silver were used to estimate mineral reserves and resources.
5 Mineral resources are based on resource pit designs containing measured, indicated, and inferred mineral resources.
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TSX, NYSE - HBM |
| 2022 No. 3 |
Peru Regional Exploration
Hudbay controls a large, contiguous block of mineral rights with the potential to hold mineable deposits within trucking distance of the Constancia processing facility, including the past producing Caballito property and the highly prospective Maria Reyna and Kusiorcco properties. Exploration agreement discussions with the communities of Uchucarcco and Anahuichi on the Maria Reyna, Kusiorcco and Caballito properties are in progress.
Drilling continues at the Llaguen copper porphyry target in northern Peru with a total of 9,250 metres in 21 holes completed to-date. Assays have been received for eight holes and all holes have intersected mineralization. Based on the positive results from the initial drilling, a second phase of drilling has been initiated aimed at defining an initial inferred mineral resource estimate for Llaguen in the third quarter of 2022.
Other Constancia Updates
In March 2022, Hudbay obtained approval from Peru's National Environmental Certification Service for Sustainable Investments (SENACE) of a third amendment to the Environmental and Social Impact Assessment ("ESIA MOD III") for Constancia. The ESIA MOD III will allow for the optimization of the water balance and management plan, an alternate road for concentrate transportation, improvements to the tailings management facility dam design criteria and other operational benefits. This approval was obtained with technical input from the National Water Authority, the Ministry of Agrarian Development and Irrigation, and the Ministry of Culture.
The company also signed an addendum to its framework agreement with the province of Chumbivilcas in March 2022. Under the agreement, Hudbay will contribute to the district municipalities, assist with the return to classes in the education sector and continue to provide employment opportunities within the province.
Snow Lake Operations
As a result of exploration success in 2021, additional mineral reserves were identified at Lalor and the 1901 deposit, which are expected to extend the mine life of the Snow Lake operations by one year until 2038, maintaining the 17-year mine life. Resource to reserve conversion has more than offset 2021 mining depletion with a net gain for all metals, including an additional 218,000 ounces of gold contained in reserves after adjusting for 2021 mining depletion.
Refurbishment and commissioning activities at the New Britannia gold mill were completed in July 2021 and the construction of the new copper flotation facility at New Britannia was completed in October 2021, ahead of the original schedule. The copper facility consists of an innovative and first-of-its-kind flotation circuit based entirely on Jameson cells, a modern pneumatic flotation design that offers a compact layout, low-cost process and flexible flowsheet. Following a brief commissioning period, the New Britannia mill achieved commercial production on November 30, 2021. Full design throughput rates and recoveries are expected to be achieved in the second quarter of 2022, a mere six months after commissioning.
Hudbay released an updated mine plan for the Snow Lake operations in 2021 that reflected an increase in annual gold production to over 180,000 ounces on average during the next six years due to the incorporation of the New Britannia mill, which represents an increase of more than 55% from 2021 levels. The updated mine plan reflects the third phase of the company's Snow Lake gold strategy focused on expanding and further optimizing operations. These expansion and optimization initiatives include increasing the production rate at Lalor to 5,300 tonnes per day by the end of 2022 following the closure of the 777 mine, increasing the throughput rate at the Stall mill to 3,800 tonnes per day, incorporating mineral reserves from the 1901 deposit into the mine plan, and implementing a recovery improvement project at the Stall mill to increase copper and precious metal recoveries. There also remains potential to further enhance the Snow Lake operations through exploration opportunities and additional mill processing projects.
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TSX, NYSE - HBM |
| 2022 No. 3 |
Current mineral reserves and resources (exclusive of reserves) for Lalor, 1901 and other Snow Lake satellite deposits as of January 1, 2022 are summarized below.
|
Lalor Mine and 1901 Deposit |
Tonnes |
Zn Grade |
Au Grade |
Cu Grade |
Ag Grade |
|
Base Metal Zone Reserves |
|
||||
|
Proven - Lalor |
6,420,000 |
5.57 |
2.6 |
0.47 |
29.5 |
|
Proven - 1901 |
1,260,000 |
8.00 |
2.2 |
0.32 |
24.7 |
|
Probable - Lalor |
1,300,000 |
4.02 |
3.2 |
0.50 |
32.4 |
|
Probable - 1901 |
380,000 |
10.01 |
0.7 |
0.29 |
31.0 |
|
Total Proven and Probable - Base Metal |
9,360,000 |
5.86 |
2.6 |
0.45 |
29.3 |
|
Gold Zone Reserves |
|
||||
|
Proven - Lalor |
3,590,000 |
0.82 |
5.9 |
0.62 |
28.5 |
|
Proven - 1901 |
50,000 |
1.22 |
3.8 |
0.78 |
18.7 |
|
Probable - Lalor |
4,190,000 |
0.53 |
5.1 |
1.05 |
27.9 |
|
Probable - 1901 |
20,000 |
0.51 |
1.6 |
1.89 |
5.3 |
|
Total Proven and Probable - Gold |
7,850,000 |
0.67 |
5.4 |
0.85 |
28.1 |
|
Total Proven and Probable (Base Metal and Gold) |
17,200,000 |
3.50 |
3.9 |
0.64 |
28.7 |
|
Base Metal Zone Resources |
|
||||
|
Inferred - Lalor |
1,960,000 |
5.72 |
1.5 |
0.31 |
30.4 |
|
Inferred - 1901 |
670,000 |
6.04 |
1.4 |
0.22 |
27.8 |
|
Total Inferred - Base Metal |
2,630,000 |
5.80 |
1.5 |
0.29 |
29.7 |
|
Gold Zone Resources |
|
||||
|
Inferred - Lalor |
4,170,000 |
0.28 |
5.1 |
1.56 |
29.0 |
|
Inferred - 1901 |
1,260,000 |
0.39 |
4.9 |
1.49 |
20.8 |
|
Total Inferred - Gold |
5,430,000 |
0.31 |
5.1 |
1.54 |
27.1 |
|
Total Inferred (Base Metal and Gold) |
8,060,000 |
2.10 |
3.9 |
1.13 |
28.0 |
Note: totals may not add up correctly due to rounding.
1 Mineral resources are exclusive of mineral reserves and do not have demonstrated economic viability.
2 Mineral resources do not include factors for mining recovery or dilution.
3 Base metal mineral resources are estimated based on the assumption that they would be processed at the Stall concentrator while gold mineral resources are estimated based on the assumption that they would be processed at the New Britannia concentrator.
4 Long-term metal prices of $1.15 per pound zinc, $1,500 per ounce gold, $3.45 per pound copper, and $20.00 per ounce silver with an exchange rate of 1.30 C$/US$ were used to estimate mineral reserves and resources.
5 Lalor mineral reserves and resources are estimated using a minimum NSR cut-off of C$117 per tonne for waste filled mining areas and a minimum of C$127 per tonne for paste filled mining areas.
6 Individual stope gold grades at Lalor were capped at 10 grams per tonne as a prudent estimate until reserves-to-mill reconciliations can be developed to support the recovery of higher-grade gold. This capping method resulted in an approximate 3% reduction in the overall gold reserve grade at Lalor.
7 1901 mineral reserves and resources are estimated using a minimum NSR cut-off of C$110 per tonne.
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TSX, NYSE - HBM |
| 2022 No. 3 |
|
Snow Lake Regional Deposits - Gold |
Tonnes |
Zn Grade (%) |
Au Grade (g/t) |
Cu Grade (%) |
Ag Grade (g/t) |
|
Probable Reserves |
|
||||
|
WIM |
2,450,000 |
0.25 |
1.6 |
1.63 |
6.3 |
|
3 Zone |
660,000 |
- |
4.2 |
- |
- |
|
Total Probable (Gold) |
3,110,000 |
0.20 |
2.2 |
1.28 |
5.0 |
|
Inferred Resources |
|
||||
|
Birch |
570,000 |
- |
4.4 |
- |
- |
|
New Britannia |
2,750,000 |
- |
4.5 |
- |
- |
|
Total Inferred (Gold) |
3,320,000 |
- |
4.5 |
- |
- |
Note: totals may not add up correctly due to rounding.
1 Mineral resources are exclusive of mineral reserves and do not have demonstrated economic viability.
2 Mineral resources do not include factors for mining recovery or dilution.
3 Gold mineral resources are estimated based on the assumption that they would be processed at the New Britannia concentrator.
4 Long-term metal prices of $1.15 per pound zinc, $1,500 per ounce gold, $3.45 per pound copper, and $20.00 per ounce silver with an exchange rate of 1.30 C$/US$ were used to confirm the economic viability of the mineral reserve estimates.
5 WIM mineral reserves are estimated using a minimum NSR cut-off of C$150 per tonne, assuming processing recoveries of 98% for copper, 88% for gold and 70% for silver based on processing through New Britannia mill's flotation and tails leach circuits.
6 3 Zone mineral reserves are estimated using a minimum NSR cut-off of C$150 per tonne, assuming processing recoveries of 85% for gold based on processing through New Britannia mill's leach circuit.
7 New Britannia mineral resource estimates have been reported at a minimum true width of 1.5 metres and with a cut-off grade varying from 2 grams per tonne (at the lower part of New Britannia) to 3.5 grams per tonne (at the upper part of New Britannia).
8 Mineral reserves and resources were initially estimated using metal price assumptions that vary marginally over the assumptions used to estimate mineral reserves at Lalor. In the Qualified Person's opinion, the combined impact of these small variations does not have any impact on the mineral reserve and resource estimates.
|
Snow Lake Regional Deposits - Base Metal |
Tonnes |
Zn Grade |
Au Grade |
Cu Grade |
Ag Grade |
|
Indicated Resources |
|
||||
|
Pen II |
470,000 |
8.89 |
0.3 |
0.49 |
7 |
|
Talbot |
2,190,000 |
1.79 |
2.1 |
2.33 |
36 |
|
Total Indicated (Base Metals) |
2,660,000 |
3.04 |
1.8 |
2.01 |
31 |
|
Inferred Resources |
|
||||
|
Watts |
3,150,000 |
2.58 |
1.0 |
2.34 |
31 |
|
Pen II |
130,000 |
9.81 |
0.3 |
0.37 |
7 |
|
Talbot |
2,450,000 |
1.74 |
1.9 |
1.13 |
26 |
|
Total Inferred (Base Metals) |
5,730,000 |
2.39 |
1.3 |
1.78 |
28 |
Note: totals may not add up correctly due to rounding.
1 Mineral resources are exclusive of mineral reserves and do not have demonstrated economic viability.
2 Mineral resources do not include factors for mining recovery or dilution.
3 Base metal mineral resources are estimated based on the assumption that they would be processed at the Stall concentrator.
4 Watts mineral resources are estimated using a minimum NSR cut-off of C$150 per tonne, assuming processing recoveries of 90% for copper, 80% for zinc, 70% for gold and 70% for silver.
5 Pen II mineral resources are estimated using a minimum NSR cut-off of C$75 per tonne.
6 Watts and Pen II mineral resources were initially estimated using metal price assumptions that vary marginally over the assumptions used to estimate mineral resources at Lalor. In the Qualified Person's opinion, the combined impact of these small variations does not have any impact on the mineral resource estimates.
7 Includes 100% of the Talbot mineral resources reported by Rockcliff Metals Corp. in its 2020 NI 43-101 technical report published on SEDAR. Hudbay currently owns a 51% interest in the Talbot project.
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TSX, NYSE - HBM |
| 2022 No. 3 |
Snow Lake Regional Exploration
Exploration efforts in 2021 increased inferred mineral resources at Lalor and 1901 by 1.1 million tonnes despite delays in underground drill programs caused by COVID-19 related restrictions. This increases the total inferred mineral resources at Lalor and 1901 to 8.1 million tonnes, which have the potential to maintain the 5,300 tonnes per day production level beyond 2028 and further extend the mine life.
Hudbay is actively conducting surface and underground winter drilling activities in the Snow Lake area, primarily focused on the copper-gold rich feeder zone at the 1901 deposit, the drilling gap between 1901 and lens 17 at Lalor, and a high-priority geophysical target located immediately north of Lalor. In addition, the company continues to compile results from ongoing infill drilling programs at Lalor and 1901.
Rosemont and Copper World Projects
The Rosemont and Copper World deposits are 100% owned by Hudbay and are located predominantly on wholly owned private land in Pima County, Arizona.
Current mineral reserves and resources (exclusive of reserves) for Rosemont as of January 1, 2022 are summarized below.
|
Rosemont Project |
Tonnes |
Cu Grade |
Mo Grade |
Ag Grade |
|
Proven |
426,100,000 |
0.48 |
120 |
4.96 |
|
Probable |
111,000,000 |
0.31 |
100 |
3.09 |
|
Total Proven and Probable |
537,100,000 |
0.44 |
116 |
4.57 |
|
Measured |
161,300,000 |
0.38 |
90 |
2.72 |
|
Indicated |
374,900,000 |
0.25 |
110 |
2.60 |
|
Total Measured and Indicated |
536,200,000 |
0.29 |
104 |
2.64 |
|
Inferred |
62,300,000 |
0.30 |
100 |
1.58 |
Note: totals may not add up correctly due to rounding.
1 Mineral resources are exclusive of mineral reserves and do not have demonstrated economic viability.
2 Mineral resources do not include factors for mining recovery or dilution.
3 Blocks were classified as Proven or Probable in accordance with CIM Definition Standards 2014.
4 Mineral reserves were estimated using metal prices of $3.15 per pound copper, $11.00 per pound molybdenum and $18.00 per ounce silver. Metallurgical recoveries of 90% copper, 63% molybdenum and 75.5% silver were applied. No metallurgical recovery of molybdenum and silver from oxide ore is projected. An NSR cut-off value of $6.60 per tonne was assumed, based on process recoveries and total processing and general and administrative operating costs.
5 Mineral resources are constrained within a computer generated pit using the Lerchs-Grossman algorithm and were estimated based on the following long-term metals prices: $3.15 per pound of copper; $11.00 per pound of molybdenum; and $18.00 per ounce of silver. Metallurgical recoveries of 85% copper, 60% molybdenum and 75% silver were applied to sulfide material. Metallurgical recoveries of 40% copper, 30% molybdenum and 40% silver were applied to mixed material. A metallurgical recovery of 65% for copper was applied to oxide material. NSR was calculated for every model block and is an estimate of recovered economic value of copper, molybdenum, and silver combined. Cut-off grades were set in terms of NSR based on current estimates of process recoveries and total processing and general and administrative operating costs of $6.10 per tonne for oxide, mixed and sulfide material.
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TSX, NYSE - HBM |
| 2022 No. 3 |
The Copper World project consists of seven deposits extending over seven kilometres, including Bolsa, Broad Top Butte, Copper World, Peach, Elgin, South Limb and North Limb, with mineralization closer to surface than at Rosemont.
Current mineral resources for the Copper World project as of January 1, 2022 are summarized below.
|
Copper World Project |
Tonnes |
Cu Grade |
CuSS |
Mo Grade |
Ag Grade |
|
Potential Flotation Processing Method |
|
||||
|
Indicated |
180,000,000 |
0.37 |
0.07 |
136 |
2.7 |
|
Inferred |
91,000,000 |
0.36 |
0.05 |
129 |
3.8 |
|
Potential Leach Processing Method |
|
||||
|
Indicated |
92,000,000 |
0.34 |
0.27 |
- |
- |
|
Inferred |
51,000,000 |
0.35 |
0.27 |
- |
- |
|
Total Resources |
|
||||
|
Indicated |
272,000,000 |
0.36 |
0.14 |
90 |
1.8 |
|
Inferred |
142,000,000 |
0.36 |
0.13 |
83 |
2.4 |
Note: totals may not add up correctly due to rounding.
1 CIM definitions were followed for the estimation of mineral resources. Mineral resources that are not mineral reserves do not have demonstrated economic viability.
2 Mineral resources are reported within an economic envelope defined by a pit shell optimization algorithm and assuming a selective mining unit of 50x50x50 feet. This pit shell is defined by a revenue factor of 1.0 assuming operating costs adjusted and updated from the 2017 Rosemont Feasibility Study.
3 Mineral resource estimates were reported using a cut-off of 0.1% Cu and were separated by potential processing method into flotation and leach if they respectively had a CuSS/Cu ratio below or above a threshold of 50%.
4 Metal recovery estimates assume that this mineralization would be processed at a combination of facilities, including copper and molybdenum flotation and heap and/or run-of-mine leach pads followed by solvent extraction and electrowinning.
5 CuSS represents the copper grade in oxides.
6 Specific gravity measurements were estimated from core box weights validated by industry standard laboratory measurements.
The global resource estimate for Copper World includes near surface, higher grade indicated mineral resources of 96 million tonnes at 0.57% copper, including 0.27% copper in oxides, and inferred mineral resources of 31 million tonnes at 0.71% copper, including 0.27% copper in oxides. The higher grade resource has the potential to be mined earlier in the mine life. Resources comprise both sulphide and oxide mineralogy that are potentially amenable to flotation and heap leach processing methods, respectively.
Potential Synergies Between Copper World and Rosemont
Approximately 33 million tonnes of inferred mineral resources at the Bolsa deposit were considered to be waste in the resource pit shell used for the NI 43-101 Technical Report Feasibility Study for Rosemont dated March 30, 2017 ("2017 Rosemont Feasibility Study"). For that study, these tonnes were accounted for as pre-stripping since there were no mineralized intersections available at the time. Any ability to convert Bolsa mineral resources to reserves would be expected to result in less waste being mined at Rosemont, thereby reducing costs and energy consumption per tonne of ore mined.
The Rosemont deposit also contains oxide mineralization that was previously classified as waste, which may be able to be processed with the oxide mineralization at Copper World. This would increase metal production while further reducing costs and energy consumption per tonne mined at Rosemont.
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TSX, NYSE - HBM |
| 2022 No. 3 |
It is expected that additional synergies will be identified as Hudbay continues to close the drilling gap between Bolsa and Rosemont.
Continued Regional Exploration Success
The company has increased the number of drill rigs at Copper World to seven to conduct infill drilling and to support future economic studies. There remain several opportunities to further extend economic mineralization within the private land limits at Copper World and Rosemont. As shown in Figure 2, there is opportunity to extend the mineralization north and south of Bolsa through infill drilling to bridge the gaps. There are also potential marginal extensions to the south of the Copper World deposit and to the east of the North Limb and South Limb deposits.
Preliminary Economic Assessment Progressing Well
The technical studies for Copper World are well-advanced and the results will be incorporated into a Preliminary Economic Assessment ("PEA") contemplating the development of the Copper World deposits in conjunction with the Rosemont deposit. The PEA is also expected to reflect preliminary expectations of potential synergies between Copper World and Rosemont. Hudbay is on track to publish the PEA results in a NI 43-101 Technical Report in the first half of 2022.
Mason Project
The Mason project is a large greenfield copper deposit located in the historic Yerington District of Nevada and is one of the largest undeveloped copper porphyry deposits in North America. Mason's measured and indicated mineral resources are comparable in size to Constancia and Rosemont. Hudbay views the Mason project as a long-term option for future development and a strong component of its pipeline of long-term growth opportunities. Since acquiring Mason, Hudbay has consolidated a prospective package of patented and unpatented mining claims contiguous to the Mason project and has advanced a number of technical studies including a revised resource model and PEA.
The Mason PEA was completed in April 2021 and contemplates a 27-year mine life with average annual copper production of approximately 140,000 tonnes over the first ten years of full production. At a copper price of $3.25 per pound, the after-tax net present value using a 10% discount rate is $773 million and the internal rate of return is 15%.
There is opportunity to further enhance the project economics through exploration for higher grade satellite deposits on Hudbay's prospective land package in Nevada, including Mason Valley. The Mason Valley property hosts several historical underground copper mines that were in production in the early 1900s. Much of the Mason Valley property is located on Hudbay's wholly owned private lands and contains highly prospective skarn mineralization. An initial drill program to test the Mason Valley skarn properties is planned for late 2022.
Current mineral resource estimates for Mason as of January 1, 2022 are summarized below.
|
Mason Project |
Tonnes |
Cu Grade |
Mo Grade |
Au Grade |
Ag Grade |
|
Measured |
1,417,000,000 |
0.29 |
59 |
0.031 |
0.66 |
|
Indicated |
801,000,000 |
0.30 |
80 |
0.025 |
0.57 |
|
Total Measured and Indicated |
2,219,000,000 |
0.29 |
67 |
0.029 |
0.63 |
|
Inferred |
237,000,000 |
0.24 |
78 |
0.033 |
0.73 |
Note: totals may not add up correctly due to rounding.
1 Mineral resource estimates that are not mineral reserves do not have demonstrated economic viability.
2 Mineral resource estimates do not include factors for mining recovery or dilution.
3 Metal prices of $3.10 per pound copper, $11.00 per pound molybdenum, $1,500 per ounce gold, and $18.00 per ounce silver were used to estimate mineral resources.
4 Mineral resources are estimated using a minimum NSR cut-off of $6.25 per tonne.
5 Mineral resources are based on resource pit designs containing measured, indicated, and inferred mineral resources.
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TSX, NYSE - HBM |
| 2022 No. 3 |
777 Mine
The 777 mine is scheduled to close in June 2022 after more than 17 years of steady operations. The mine is expected to operate at approximately 2,700 tonnes per day with a continued focus on mining out the remaining reserves by completing the necessary ground rehabilitation to access old workings and remnant stopes. In connection with the depletion of reserves at 777, Hudbay will be commencing the closure of the Flin Flon complex, including decommissioning the 777 mine and Flin Flon zinc plant. The Flin Flon mill and tailings facilities will be put on care and maintenance. The company expects to spend approximately $25 million in 2022 on costs related to the closure of the Flin Flon complex and the transition to care and maintenance. These costs are expected to be recorded as other operating expenses, and approximately half of these costs relate to closure and transition costs in the second and third quarters of 2022, while the remainder relates to care and maintenance costs in the second half of 2022.
Current mineral reserves for the 777 mine as of January 1, 2022 are summarized below. There are no mineral resource estimates exclusive of mineral reserve estimates for 777.
|
777 Mine |
Tonnes |
Cu Grade |
Zn Grade |
Au Grade |
Ag Grade |
|
Mineral Reserves |
|
||||
|
Proven |
459,000 |
1.24 |
5.01 |
1.78 |
32 |
|
Total Proven Reserves |
459,000 |
1.24 |
5.01 |
1.78 |
32 |
Note: totals may not add up correctly due to rounding.
1 Metal prices of $1.32 per pound zinc (includes premium), $1,800 per ounce gold, $4.00 per pound copper, and $24.00 per ounce silver with an exchange rate of 1.27 C$/US$ were used to confirm the economic viability of the mineral reserve estimates.
Flin Flon Tailings Reprocessing Opportunity
Hudbay is exploring an opportunity to potentially reprocess the Flin Flon tailings in the future. In early January 2022, the company commenced a confirmatory drill program on the tailings facility in Flin Flon. Pending positive metallurgical results, the company plans to advance the project with the completion of a PEA. This opportunity could utilize the Flin Flon concentrator, with modifications, after the closure of the 777 mine, creating operating and economic benefits in northern Manitoba and Saskatchewan. It could also provide the opportunity to redesign the closure plans, increase metal production, defer or reduce certain closure costs and reduce the environmental impacts of the tailings facility.
Other Corporate Updates
Hudbay has been experiencing limited rail car availability in Manitoba due to recent weather-related impacts and higher-than-normal railcar demand in the rail network in Canada. As a result, first quarter sales volumes in Manitoba are likely to be impacted, and any resulting excess copper concentrate and refined zinc inventory buildup is expected to normalize during the second quarter of 2022.
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TSX, NYSE - HBM |
| 2022 No. 3 |
Qualified Person and NI 43-101
The technical and scientific information in this news release related to the company's material mineral projects has been approved by Olivier Tavchandjian, P. Geo, Vice President, Exploration and Geology. Mr. Tavchandjian is a qualified person pursuant to NI 43-101. Additional details on the company's material mineral projects, including a year-over-year reconciliation of reserves and resources, is included in Hudbay's Annual Information Form for the year ended December 31, 2021 (the "AIF"), which is available on SEDAR at www.sedar.com.
The Mason PEA is preliminary in nature, includes inferred resources that are considered too speculative to have the economic considerations applied to them that would enable them to be categorized as mineral reserves and there is no certainty the preliminary economic assessment will be realized.
Note to United States Investors
This news release has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. Canadian reporting requirements for disclosure of mineral properties are governed by the Canadian Securities Administrators' National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101").
For this reason, information contained in this news release containing descriptions of the company's mineral deposits may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder. For further information on the differences between the disclosure requirements for mineral properties under the United States federal securities laws and NI 43-101, please refer to the company's AIF, a copy of which has been filed under Hudbay's profile on SEDAR at www.sedar.com and the company's Form 40-F, a copy of which will be filed on EDGAR at www.edgar.com.
Forward-Looking Information
This news release contains forward-looking information within the meaning of applicable Canadian and United States securities legislation. All information contained in this news release, other than statements of current and historical fact, is forward-looking information. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "budget", "guidance", "scheduled", "estimates", "forecasts", "strategy", "target", "intends", "objective", "goal", "understands", "anticipates" and "believes" (and variations of these or similar words) and statements that certain actions, events or results "may", "could", "would", "should", "might" "occur" or "be achieved" or "will be taken" (and variations of these or similar expressions). All of the forward-looking information in this news release is qualified by this cautionary note.
Forward-looking information includes, but is not limited to, production, cost and capital and exploration expenditure guidance, expectations regarding first quarter sales volumes in Manitoba and the normalization of the inventory buildup in the second quarter, expectations regarding the impact of COVID-19 and inflationary pressures on the cost of operations, financial condition and prospects, expectations regarding the Copper World project, including future drill programs, potential synergies with Rosemont and the timeline for completing a preliminary economic assessment, expectations regarding the Snow Lake gold strategy, including anticipated timelines for achieving target throughput and recoveries at the New Britannia mill, increasing the mining rate at Lalor to 5,300 tonnes per day and implementing the Stall mill recovery improvement program, expectations regarding the Flin Flon closure process and the transition of personnel and equipment to Snow Lake, expectations regarding the potential to reprocess Flin Flon tailings in the future and the possible benefits of such a project, the potential and Hudbay's anticipated plans for advancing the mining of its properties surrounding Constancia and elsewhere in Peru, anticipated mine plans, anticipated metals prices and the anticipated sensitivity of the company's financial performance to metals prices, events that may affect its operations and development projects, anticipated cash flows from operations and related liquidity requirements, the anticipated effect of external factors on revenue, such as commodity prices, estimation of mineral reserves and resources, mine life projections, reclamation costs, economic outlook, government regulation of mining operations, and business and acquisition strategies. Forward-looking information is not, and cannot be, a guarantee of future results or events. Forward-looking information is based on, among other things, opinions, assumptions, estimates and analyses that, while considered reasonable by the company at the date the forward-looking information is provided, inherently are subject to significant risks, uncertainties, contingencies and other factors that may cause actual results and events to be materially different from those expressed or implied by the forward-looking information.
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TSX, NYSE - HBM |
| 2022 No. 3 |
The material factors or assumptions that Hudbay has identified and applied in drawing conclusions or making forecasts or projections are set out in the forward-looking information include, but are not limited to:
- Hudbay's ability to continue to operate safely and at full capacity despite COVID-19 related challenges;
- the availability, global supply and effectiveness of COVID-19 vaccines, the effective distribution of such vaccines in the countries in which the company operates, the lessening of restrictions related to COVID-19, and the anticipated rate and timing for each of the foregoing;
- the ability to achieve production and cost guidance;
- improved railcar availability in Manitoba in the second quarter;
- no significant interruptions to operations due to COVID-19 or social or political unrest in the regions Hudbay operates;
- a positive preliminary economic assessment in respect of Copper World will present opportunities to unlock value at Rosemont;
- the successful outcome of the Rosemont litigation;
- the ability to ramp-up the New Britannia mill to target throughput and recoveries and achieve the anticipated production;
- the economic prospects of reprocessing Flin Flon tailings;
- the success of mining, processing, exploration and development activities;
- the scheduled maintenance and availability of Hudbay's processing facilities;
- the accuracy of geological, mining and metallurgical estimates;
- anticipated metals prices and the costs of production;
- the supply and demand for metals the company produces;
- the supply and availability of all forms of energy and fuels at reasonable prices;
- no significant unanticipated operational or technical difficulties;
- the execution of business and growth strategies, including the success of the company's strategic investments and initiatives;
- the availability of additional financing, if needed;
- the ability to complete project targets on time and on budget and other events that may affect Hudbay's ability to develop its projects;
- the timing and receipt of various regulatory and governmental approvals;
- the availability of personnel for exploration, development and operational projects and ongoing employee relations;
- maintaining good relations with the labour unions that represent certain of Hudbay's employees in Manitoba and Peru;
- maintaining good relations with the communities in which Hudbay operates, including the neighbouring Indigenous communities and local governments;
- no significant unanticipated challenges with stakeholders at various projects;
- no significant unanticipated events or changes relating to regulatory, environmental, health and safety matters;
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TSX, NYSE - HBM |
| 2022 No. 3 |
- no contests over title to the company's properties, including as a result of rights or claimed rights of Indigenous peoples or challenges to the validity of Hudbay's unpatented mining claims;
- the timing and possible outcome of pending litigation and no significant unanticipated litigation;
- certain tax matters, including, but not limited to current tax laws and regulations, changes in taxation policies and the refund of certain value added taxes from the Canadian and Peruvian governments; and
- no significant and continuing adverse changes in general economic conditions or conditions in the financial markets (including commodity prices and foreign exchange rates).
The risks, uncertainties, contingencies and other factors that may cause actual results to differ materially from those expressed or implied by the forward-looking information may include, but are not limited to, risks associated with COVID-19 and its effect on the company's operations, financial condition, projects and prospects, uncertainties related to the closure of the 777 mine and the Flin Flon operations, the direct and indirect impacts of the change in government in Peru, future uncertainty with respect to the Peruvian mining tax regime and social unrest in Peru, risks generally associated with the mining industry, such as economic factors (including future commodity prices, currency fluctuations, energy prices and general cost escalation in the current inflationary environment), uncertainties related to the development and operation of Hudbay's projects, risks related to the ongoing Rosemont litigation process and other legal challenges that could affect Rosemont or Copper World, risks related to the new Lalor mine plan, including the continuing ramp-up of the New Britannia mill and the ability to convert inferred mineral resource estimates to higher confidence categories, risks related to the technical and economic prospects of reprocessing Flin Flon tailings, the potential that additional financial assurance will be required to support the updated Flin Flon closure plan, dependence on key personnel and employee and union relations, risks related to political or social instability, unrest or change, risks in respect of Indigenous and community relations, rights and title claims, operational risks and hazards, including the cost of maintaining and upgrading the company's tailings management facilities and any unanticipated environmental, industrial and geological events and developments and the inability to insure against all risks, failure of plant, equipment, processes, transportation and other infrastructure to operate as anticipated, compliance with government and environmental regulations, including permitting requirements and anti-bribery legislation, depletion of Hudbay's reserves, volatile financial markets that may affect its ability to obtain additional financing on acceptable terms, the failure to obtain required approvals or clearances from government authorities on a timely basis, uncertainties related to the geology, continuity, grade and estimates of mineral reserves and resources, and the potential for variations in grade and recovery rates, uncertain costs of reclamation activities, the company's ability to comply with its pension and other post-retirement obligations, the company's ability to abide by the covenants in its debt instruments and other material contracts, tax refunds, hedging transactions, as well as the risks discussed under the headings "Financial Risk Management" and "Outlook" in Hudbay's Management's Discussion and Analysis for the year ended December 31, 2021 and "Risk Factors" in Hudbay's most recent Annual Information Form.
Should one or more risk, uncertainty, contingency or other factor materialize or should any factor or assumption prove incorrect, actual results could vary materially from those expressed or implied in the forward-looking information. Accordingly, you should not place undue reliance on forward-looking information. Hudbay does not assume any obligation to update or revise any forward-looking information after the date of this news release or to explain any material difference between subsequent actual events and any forward-looking information, except as required by applicable law.
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TSX, NYSE - HBM |
| 2022 No. 3 |
About Hudbay
Hudbay (TSX, NYSE: HBM) is a diversified mining company primarily producing copper concentrate (containing copper, gold and silver), zinc metal and silver/gold doré. Directly and through its subsidiaries, Hudbay owns three polymetallic mines, four ore concentrators and a zinc production facility in northern Manitoba and Saskatchewan (Canada) and Cusco (Peru), and copper projects in Arizona and Nevada (United States). The company's growth strategy is focused on the exploration, development, operation and optimization of properties it already controls, as well as other mineral assets it may acquire that fit its strategic criteria. Hudbay's mission is to create sustainable value through the acquisition, development and operation of high-quality, long-life deposits with exploration potential in jurisdictions that support responsible mining, and to see the regions and communities in which the company operates benefit from its presence. The company is governed by the Canada Business Corporations Act and its shares are listed under the symbol "HBM" on the Toronto Stock Exchange, New York Stock Exchange and Bolsa de Valores de Lima. Further information about Hudbay can be found on www.hudbay.com.
For further information, please contact:
Candace Brûlé
Vice President, Investor Relations
(416) 814-4387
candace.brule@hudbay.com
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TSX, NYSE - HBM |
| 2022 No. 3 |
Figure 1: Constancia Norte Underground Mine Design
Additional inferred mineral resource estimate of 6.5 million tonnes at 1.2% copper defined in two high grade skarn lenses (North Skarn and South Skarn) located below the open pit in the Constancia Norte area. The planned underground access and surface infrastructure is located entirely outside of the reserves pit design.
Figure 2: Copper World Continued Exploration Potential
Further potential exists to extend economic mineralization within private land limits at Copper World, including bridging the gap to the north and south of the Bolsa deposit and extending mineralization to the south of the Copper World deposit and to the east of the North Limb and South Limb deposits.
HUDBAY MINERALS INC.
(the "Company")
CODE OF BUSINESS CONDUCT AND ETHICS
INTRODUCTION
This Code of Business Conduct and Ethics ("Code") sets out basic principles to guide all directors, officers and employees of the Company or any of its subsidiaries or affiliates1 (collectively, the "HB Group") and all other persons acting on behalf of the HB Group (collectively, with the directors, officers and employees of the HB Group, "HB Personnel") in the ethical conduct of business. All HB Personnel are responsible for upholding high standards of honest and ethical behavior and must seek to avoid even the appearance of improper behavior. If a law conflicts with a policy in this Code, HB Personnel must comply with the law.
The HB Group is committed to conducting business honestly, ethically and in compliance with the laws of the jurisdictions in which it operates and owns assets, and expects its suppliers and service providers to act in the same manner. Operating our company openly, fairly and with integrity, and insisting that others who act on our behalf do the same, is the proper way to run our business and the right way to treat our stakeholders.
The values of dignity and respect, caring, openness, and trustworthiness, which support the Company's mission and vision, are the foundation of a strong culture of integrity. The HB Group is also strongly committed to creating a safe workplace, free from harassment, bullying and discrimination. Our internal and external stakeholders expect that all HB Personnel not only meet the standards required by applicable law and regulations but also make decisions based on the higher standards of conduct consistent with the Company's values and the principles of this Code and related Company policies.
HB Personnel who violate the standards in this Code will be subject to disciplinary action, which could include the termination of their employment or other relationship with the HB Group.
The Code sets out basic principles and does not cover every issue that may arise in the conduct of the Company's activities. The Code is also not a substitute for good judgment. If you are in doubt about what is the right thing to do, think first and ask yourself whether you or the Company may be embarrassed or suffer harm as a result of your actions. If you are still unsure or believe that a situation may violate or lead to a violation of this Code, follow the guidelines described below under "Compliance Procedures" and, where appropriate, the reporting process described in the Company's Whistleblower Policy.
________________________________________
1 A company is a subsidiary of another company if it is controlled, directly or indirectly, by that other company (through one or more intermediaries or otherwise). A company is an affiliate of another company if either one of them is the subsidiary of the other company or if both are subsidiaries of the same company or if each of them is controlled by the same person or company.
As in effect March 2022
-2-
PURPOSE
The purpose of the Code is to:
• Promote honest, respectful, and ethical conduct of all HB Personnel and promote the HB Group's longstanding culture of integrity and accountability;
• Promote avoidance of conflicts of interest between personal interests of HB Personnel and professional interests of the HB Group, and provide guidance in the ethical handling of actual or apparent conflicts of interest;
• Prohibit inappropriate conduct of HB Personnel that may put at risk the integrity of the HB Group or undermine the trust which the Company has earned from its stakeholders;
• Promote full, fair, accurate, timely and understandable disclosure in the HB Group's documents submitted to or filed with securities regulators, and in its other public communications;
• Ensure compliance with all applicable laws, rules and regulations;
• Promote the prompt internal reporting to an appropriate person of violations of this Code, including, through the use of the HB Group's confidential 'whistleblower' service.
SPECIAL RESPONSIBILITIES OF LEADERS
Directors and officers of the Company and HB Personnel which the Company has entrusted with the management of a team of employees shall personally set the example for integrity through their high character and actions and must create and sustain an open environment in which every employee feels comfortable raising concerns.
LEGAL COMPLIANCE
Compliance with Laws, Rules and Regulations (including Insider Trading Laws and Timely Disclosure)
HB Personnel are expected to comply in good faith at all times with all applicable laws, rules and regulations and behave in an ethical manner in Canada and in every country where the Company operates its businesses.
As in effect March 2022
-3-
HB Personnel are required to comply with the Company's Timely Disclosure, Confidentiality and Insider Trading Policy and all other policies and procedures applicable to them that are adopted by the Company from time to time.
HB Personnel must cooperate fully with Company officers in the preparation of documents to be filed with the securities regulatory authorities and all other publicly disclosed materials to ensure those persons are aware in a timely manner of all information that is required to be disclosed. HB Personnel should also cooperate fully with the independent auditors in their audits and in assisting in the preparation of financial disclosure.
HB Personnel must seek guidance from a supervisor, or as necessary, the Company's Legal department when in doubt if a situation may lead to a violation of applicable laws or regulations.
THIRD-PARTY RELATIONSHIPS
Conflict of Interest
HB Personnel are required to act with honesty, integrity and in the best interests of the Company, and to avoid any relationship or activity that might create, or appear to create, a conflict between their personal interests and the interests of the HB Group.
HB Personnel have a duty to disclose personal or financial actions that may interfere or have the potential of interfering with their allegiance to the Company.
"Conflicts of interest" arise where an individual's private interests interfere in any way with the interests of the HB Group. A conflict of interest can arise when HB Personnel take actions or have interests that may interfere with the performance of their work for the HB Group objectively, giving priority to the HB Group's professional interests over their personal interests, or interests of a third party. HB Personnel shall perform the responsibilities of their positions on the basis of what is in the best interests of the HB Group, free from the influence of personal considerations and third party relationships.
A conflict may arise, for example, if an individual takes an action or has an interest that makes it difficult for that individual to fulfill his or her responsibilities to the Company or if such individual receives an improper personal benefit as a result of the individual's position at the Company. For more clarity, no activity of HB Personnel at work or at home should harm the Company's reputation or good name.
Conflicts of interest may not always be clear-cut. Even when nothing wrong is intended, the perception of a conflict between personal interests and those of the Company may have negative effects. If you have a question, you should consult with your supervisor, department head, or the Head of the Legal group. Any HB Personnel who become aware of a conflict or potential or apparent conflict should bring it to the attention of their supervisor, department head or Head of the Legal group and consult the procedures described below under "Compliance Procedures".
As in effect March 2022
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Gifts, Entertainment and Hospitality
Business gifts and entertainment are customary courtesies designed to build goodwill and constructive relationships among business partners. However, a problem may arise when these courtesies compromise, or appear to compromise, the HB Group's ability to make fair and objective business decisions or when they are made to gain an unfair advantage.
HB Personnel or their immediate families must not use their position with the HB Group to solicit any cash, gifts or free or heavily discounted services from any HB Group customer, supplier or contractor for their own or their immediate family's or friend's personal benefit. Gifts or entertainment from others should not be accepted if they could be reasonably considered to be extravagant or could improperly influence the HB Group's business relationship with or create an obligation to a customer, supplier or contractor. It is never acceptable for HB Personnel to accept a cash gift, regardless of the amount.
Similarly, no HB Personnel should ever offer, give, authorize or provide any gift, entertainment or hospitality unless: (i) it is not a cash gift; (ii) it is consistent with customary business practices and made for a legitimate business purpose; (iii) it is reasonable and appropriate; (iv) it is made openly and transparently and cannot be construed as a bribe or payoff; (v) it is accurately documented and recorded in the company's books and records; and (vi) it does not violate any applicable laws. Strict rules apply when the HB Group does business with governmental agencies and officials, as discussed in more detail below.
In general, nominal gifts such as Company-branded pens, caps, shirts and mugs are acceptable. Invitations to social, cultural or sporting events may be accepted if the cost is reasonable and your attendance serves a customary business purpose, such as networking. More extravagant or costly invitations should only be accepted in consultation with your manager, and when in doubt, the Company's Legal Department.
Payments to Government Personnel
All HB Personnel must comply with all laws prohibiting improper payments to government officials, including the Corruption of Foreign Public Officials Act (Canada) (the "CFPOA") and the Foreign Corrupt Practices Act (USA) (the "FCPA"). These Acts prohibit, among other things, offering, promising or giving (or authorizing any of those activities) anything of value, directly or indirectly, to a Government Official (as defined below) to influence any of their acts or decisions or to obtain or retain business or secure any other improper advantage.
As in effect March 2022
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For purposes of this Code, a "Government Official" means any appointed, elected, or honorary official or any employee of a government, a government-owned or government- controlled organization, a public international organization (such as the United Nations or the World Bank), or an individual acting in an official capacity for such government, entity, or organization. The definition encompasses officials in all levels of government (local, state/province, federal) and all branches of government (executive, legislative, and judicial), including first nations governments in Canada and other aboriginal groups that are in the nature of a governing body. The definition does not include organizations, such as local communities in Peru, where a legal determination has been made that the organization is not government. The definition often also includes political parties and party officials and candidates for political office. A person does not cease to be a Government Official by purporting to act in a private capacity or by the fact that he or she serves without compensation. It broadly includes, without limitation:
(i) politicians and their staff;
(ii) judges;
(iii) employees of government agencies (such as tax, immigration, mines, environment, or customs employees) and legislative bodies;
(iv) employees of government-owned universities;
(v) members of the police or military;
(vi) public hospital or university employees;
(vii) United Nations or World Bank employees;
(viii) employees of private companies that are largely owned by the state, or which the state effectively controls;
(ix) ambassadors and embassy personnel; or
(x) private persons who may be performing a function for the government.
Similarly, other governments have laws regarding business gifts that may be accepted by government personnel. The promise, offer or delivery to a Government Official of a gift, favour or other gratuity may not only violate Company policy but could also be a criminal offense. It is important for HB Personnel to consult with the Company's Legal Department whenever they believe they may be embarking on conduct that may raise potential issues under applicable anti-corruption laws.
HB Personnel must also ensure that any agents, consultants, or other intermediaries engaged by HB understand and comply with the CFPOA and FCPA, and no third party should be engaged by the Company if the third party engages in, or is suspected of engaging in, bribes, kickbacks, improper payments, or any other conduct that may violate the CFPOA or FCPA. HB Personnel should consult with the Company's Legal Department when agents, consultants, or other intermediaries may interact with Government Officials. Further, all such third parties may only be engaged once they have been onboarded in accordance with the Company's Global Supplier Due Diligence Policy.
Penalties for violations of the FCPA are severe and may include fines against an individual of up to US$250,000 for each violation and fines against the Company of up to US$2 million.
As in effect March 2022
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If payments are made to third parties interacting with governmental entities on behalf of the Company for legitimate purposes, HB Personnel should closely assess such payments to ensure that payments are fair market value for the goods or services being provided to reduce the risk of kickbacks from the third parties to a Government Official. HB Personnel should ensure that any such payments are properly recorded in the applicable business entity's books and records, including documentation of the specific deliverables received. HB Personnel may not make or authorize cash or cash equivalent (e.g., check) reimbursements or payments of any kind to individual Government Officials without prior written authorization from the Company's Legal Department.
Certain anti-bribery and anti-corruption laws do not limit the restriction on bribery and improper gifts and payments to Government Officials and, accordingly, HB Group prohibits any bribe, or improper gift or payment to any third party with the intent to obtain an improper advantage or retain business.
Facilitation payments are unofficial payments (as opposed to legitimate fees and taxes) made to an individual for the purpose of a non-discretionary routine government action. These types of payments are prohibited.
Because the legality of payments to Government Officials in particular situations is hard to determine, HB Personnel must consult with the Company's Legal Department before making any such payments to avoid potential liability or even the appearance of impropriety. Any HB Personnel who has reason to believe that either the CFPOA or FCPA has been violated should report such conduct as discussed below and in the Company's Whistleblower Policy.
Government Relations and Political Contributions; Influencing Testimony
HB Personnel may participate in the political process as private citizens but must take care to ensure that individual political views and activities are not viewed as or attributed to those of HB Group. HB Personnel may not work on behalf of a candidate's campaign while at work or use the HB Group's brand, facilities or resources for that purpose. It is important to separate personal political activity from the HB Group's interests to comply with applicable laws relating to lobbying or attempting to influence government officials.
All HB Personnel are prohibited from making political contributions on behalf of any member of the HB Group to any political candidate, party, organization or other political entity at all levels of government without the prior written approval of the Company's Chief Executive Officer.
In addition, HB Personnel are strictly prohibited from attempting to influence any person's testimony in any manner in courts of justice or any administrative tribunals or other government bodies.
As in effect March 2022
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Compliance with Economic Sanctions Laws
Economic sanctions are used by governments around the world, including Canada and the United States, to further their national security, foreign policy and other goals. Sanctions are enacted through statutes, regulations and orders, and typically prohibit dealings with specified countries (so-called "embargoes"), industries or sectors, or companies and individuals. Failure to comply with economic sanctions could subject the Company and/or individual employees to criminal and civil penalties, and reputational risk.
It is the Company's policy to comply with all applicable economic sanctions that apply to its activities. Moreover, neither the Company nor any HB Personnel may participate in any transaction intended, or otherwise attempt, to evade applicable sanctions or facilitate a breach of applicable sanctions by another.
Compliance with Anti-Money Laundering Laws
The Company and HB Personnel are subject to the anti-money laundering laws of the jurisdictions in which the Company does business, and potentially those of certain important financial centers around the world. Money laundering is the process of concealing the fact that funds or money in question were derived from criminal activity, and making those funds appear as if they were derived from a legitimate source. Money laundering is unlawful, and further facilitates other criminal conduct such as bribery and corruption and terrorism financing. Participation in money laundering could subject the Company and/or individual employees to criminal and civil penalties, and reputational risk.
It is the Company's policy that neither it nor any of its employees will participate in money laundering or terrorist financing of any kind. To mitigate the risk of inadvertently facilitating such activity, the Company will not accept or otherwise deal in money or funds of questionable origin. The Company will not knowingly deal with persons engaged in criminal activity, nor will it acquire or facilitate the acquisition of, ownership or control of, or otherwise deal in criminally derived funds, money or property.
Directorship
HB Personnel shall not act as directors or officers of any other corporate entity or organization, public or private, without the prior written approval of the Chair, in the case of members of Hudbay's Board of Directors, or the Chief Executive Officer, in the case of all other HB Personnel. Directorships or officerships with such entities will not be authorized if they are considered to be contrary to the interest of the HB Group. HB Personnel may, however, act as directors or officers of charitable organizations whose purposes do not conflict with the HB Group's interests, and such directorship/officership will not otherwise interfere with the due performance of the their work.
As in effect March 2022
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INFORMATION AND RECORDS
Confidential and Proprietary Information and Trade Secrets
HB Personnel may be exposed to certain information that is considered confidential by the HB Group or entrusted to the HB Group by persons with whom the HB Group does business. HB Personnel shall not disclose such confidential information to persons outside the HB Group, including family members, and should share it only with other HB Personnel who have a "need to know" unless the disclosure is specifically authorized by the Chief Executive Officer or Head of the Legal group.
Financial Reporting and Records
All HB Personnel have a responsibility, within the scope of their positions, to ensure that the HB Group's accounting records do not contain any false or intentionally misleading entries. The HB Group does not permit intentional misclassification of transactions as to accounts, departments or accounting records. All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper accounts and in the proper accounting period. In addition, HB Personnel should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations that could be misunderstood if business records or communications of any kind later become public through legal or regulatory proceedings or the media.
The HB Group's accounting records are relied upon to produce reports for our management, directors, shareholders, governmental agencies and persons with whom the HB Group does business. All of the HB Group's financial statements and the books, records and accounts on which they are based must appropriately reflect the HB Group's activities and conform to applicable legal and accounting requirements and to the HB Group's system of internal controls.
The U.S.A. FCPA's accounting and internal-controls ("books-and-records") provisions, which require complete, accurate and transparent accounting records and internal accounting controls sufficient to prevent improper payments, apply to the Company and to other companies in which the Company may be considered to have a controlling interest.
Accordingly, companies within the HB Group must implement internal accounting controls based upon sound accounting principles and maintain and provide to the Company, upon request, accurate documentation regarding all transactions. Unrecorded or "off the books" funds or assets should not be maintained unless required by applicable law or regulation.
Record Retention
The HB Group maintains all records in accordance with laws, rules and regulations regarding retention of business records. The HB Group prohibits the unauthorized destruction of or tampering with any records, whether written or in electronic form, where the HB Group is required by laws, rules or regulations to maintain such records or where it has reason to know of a threatened or pending government investigation or litigation relating to such records.
As in effect March 2022
-9-
COMPANY ASSETS
Use of Company Property
All HB Personnel should endeavor to protect the HB Group's assets and ensure their efficient use. The HB Group's assets (such as funds, products or proprietary information) may be used only for legitimate business purposes. Theft, carelessness, and waste have a direct impact on the HB Group's profitability. Any suspected incident of fraud or theft should be reported immediately to your department head or the head of the Legal group for investigation. Any employee theft or fraud will result in immediate termination of the responsible employee. In such circumstances, management reserves the right to seek criminal prosecution or pursue civil charges where appropriate based on the nature of the offending behavior.
Supervisors may not require employees to work on the supervisor's personal affairs, nor may employees be required to perform personal services, except where inherent in the nature of their position or included in their employment description.
Information Technology
The HB Group's information technology systems, including computers, e-mail, intranet and internet access, telephones and voice mail are the property of the HB Group and are to be used primarily for business purposes in compliance with the Company's Information Technology Policy.
Electronic documents and messages (including voice-mail, e-mail and SMS) sent, received, created or modified by HB Personnel are considered HB Group property and HB Personnel should recognize that they are not "personal" or "private". Unless prohibited by law, the Company reserves the right to access and disclose (both internally and externally) electronic documents and messages, as well as, to specify, configure and restrict its electronic systems as necessary for its business purposes. HB Personnel should use good judgment and not access, send messages or store any information that they would not want to be seen or heard by others.
WORKPLACE AND BUSINESS
PRACTICES
A Nondiscriminatory and Harassment-Free Workplace
The HB Group fosters a work environment in which all individuals are treated with respect and dignity. The HB Group is an equal opportunity employer and does not discriminate against HB Personnel or potential employees, officers or directors on the basis of race, color, religion, sex, national origin, age, sexual orientation or disability or any other category protected by applicable laws The HB Group is committed to actions and policies to assure fair employment and will not tolerate discrimination by HB Personnel.
As in effect March 2022
-10-
The HB Group will not tolerate harassment or bullying of HB Personnel, customers or suppliers in any form.
Sexual Harassment
Sexual harassment is illegal and all HB Personnel are prohibited from engaging in any form of sexually harassing behavior. Sexual harassment means unwelcome sexual conduct, either visual, verbal or physical, and may include, but is not limited to, unwanted sexual advances; unwanted touching and suggestive touching, language of a sexual nature, telling sexual jokes, innuendoes, suggestions, suggestive looks and displaying sexually suggestive visual materials.
Personal Relationships
Romantic relationships between employees in a direct or indirect reporting relationship could give rise to a conflict of interest because personal considerations in respect of a romantic partner could take precedence over objective treatment of that person as a colleague. In any event, such personal relationships can also cause discomfort among other employees in the workplace and the perception that the romantic partner is being treated more favourably because of the relationship. Therefore, romantic relationships between HB Personnel in a direct or indirect reporting relationship are not permitted.
Substance Abuse
The HB Group is committed to maintaining a safe and healthy work environment free of substance abuse. HB Personnel are expected to perform their responsibilities in a professional manner and, to the degree that job performance or judgment may be hindered, be free from the effects of drugs and/or alcohol.
Workplace Violence
The workplace must be free from violent behavior. Threatening, intimidating or aggressive behavior, as well as bullying, subjecting to ridicule or other similar behavior toward fellow employees or others in the workplace will not be tolerated.
As in effect March 2022
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Employment of Family Members
Employment of more than one family member at an HB Group office or other premises is permissible provided that the hiring of a family member must be approved by the head of the applicable business unit or the Chief Operating Officer. The employment of a family member or any other personal relationship between HB Personnel must not create a situation where there is preferential treatment or that might improperly influence sound, objective business decisions in compliance with applicable Company policies and internal controls. For purposes of this paragraph, "family member" means an individual's spouse, parent, child, sibling, mother- or father-in- law, brother- or sister-in-law and anyone who shares the individual's home.
Health and Safety
The HB Group is committed to providing a healthy and safe workplace in compliance with applicable laws. HB Personnel must be aware of the safety issues and policies that affect their job, other HB Personnel and the community in general.
Environment
The Company is committed to protecting the environment and undertakes to do business in an environmentally responsible and sustainable manner. HB Personnel must observe all environmental laws and Company policies that apply to them and their business unit.
Fair Business Practices
All HB Personnel must engage in fair and competitive business practices which are compliance with applicable anti-trust and competition law in the jurisdictions in which we do business.
Human Rights Policy
The Company has adopted a Human Rights Policy that sets forth the HB Group's commitment to protecting human rights through ethical business practices, fair labour practices, community participation, and security measures that respect human rights.
WAIVERS OF THE CODE
Any waiver of this Code for directors or members of senior management (Vice President and above) may be made only by the Board of Directors (or a committee of the Board of Directors to whom that authority has been delegated) and will be disclosed promptly2 if required by law or stock exchange regulation, including the filing of a material change report describing the date of waiver, the parties involved, the reasons of the Board of Directors for approving the waiver or not sanctioning the respective departure and any measures taken by the Board of Directors to address the situation. Waivers for other HB Personnel may be provided by the Chief Executive Officer.
As in effect March 2022
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REPORTING ANY ILLEGAL OR UNETHICAL
BEHAVIOR
HB Personnel are encouraged to talk to their supervisors, department head or other appropriate personnel about observed illegal or unethical behavior and about the best course of action in a particular situation. It is the policy of the HB Group not to allow retaliation for reports of misconduct by others made in good faith. It is, at the same time, unacceptable to file a report knowing that it is false. All HB Personnel are expected to cooperate in internal investigations of misconduct.
Procedures for the confidential and anonymous reporting of complaints concerning accounting, internal accounting control and auditing matters are provided in the Company's Whistleblower Policy.
COMPLIANCE PROCEDURES
HB Personnel must endeavour to ensure prompt and consistent action against violations of this Code. As situations that arise may not be clear cut the following steps provide an approach to new situations that may raise issues associated:
• Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.
• Ask yourself: What specifically am I being asked to do and does it seem unethical or improper? Are my actions likely to cause embarrassment to me or the Company? Use your judgment and common sense if something seems unethical or improper, it probably is. Think before acting.
• Discuss the problem with your supervisor, department head or Head of the Legal group.
• You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The HB Group does not permit retaliation of any kind against employees for good faith reports of ethical violations.
____________________________________
2 The Canadian Securities Administrators consider that conduct of directors or executive officers that constitutes a material departure from the Code, whether or not sanctioned by the Board of Directors, will likely constitute a "material change" (which would require the Company to issue a press release forthwith and to file a material change report within ten days of the change).
As in effect March 2022
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• Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act.
APPLICABLE LAW
The provisions of this Code of Business Conduct and Ethics will be modified, as and to the extent necessary, to comply with applicable laws, regulations or policies imposed by the various jurisdictions in which the HB Group and HB Personnel operate.
As in effect March 2022
AMENDING AGREEMENT NO. 5
THIS AGREEMENT is dated as of the 10th day of May, 2021
B E T W E E N:
WHEATON PRECIOUS METALS INTERNATIONAL LTD. (formerly named Silver Wheaton (Caymans) Ltd.), a company existing under the laws of the Cayman Islands
("Wheaton")
OF THE FIRST PART
AND:
HUDBAY (BVI) INC., a company existing under the laws of the British Virgin Islands
(the "Supplier")
OF THE SECOND PART
AND:
HUDBAY MINERALS INC., a company existing under the federal laws of Canada ("Parent Company")
OF THE THIRD PART
WITNESS THAT:
A. WHEREAS Wheaton, the Supplier and the Parent Company (collectively, the "Parties") entered into the Amended and Restated Precious Metals Purchase Agreement dated November 4, 2013, as amended June 2, 2014, September 10, 2014, December 31, 2016 and April 20, 2020 (the "PMPA"), pursuant to which the Supplier agreed to sell to Wheaton, and Wheaton agreed to purchase from the Supplier, an amount of Refined Silver equal to the Payable Silver and an amount of Refined Gold equal to the Payable Gold, subject to and in accordance with the terms and conditions of the PMPA.
B. AND WHEREAS the Parties wish to amend the PMPA in accordance with the terms and conditions of this Agreement.
C. AND WHEREAS capitalized terms used herein but not otherwise defined shall have the meaning ascribed thereto in the PMPA.
NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties mutually agree as follows:
1. Amendments. The PMPA is hereby amended as follows, with effect as of the date hereof:
(a) The following definitions in Section 1.1 are hereby amended by deleting them in their entirety and replacing them with the following:
""Committed Ounces" means 273,020 ounces of Refined Gold (or such lesser amount as may be determined pursuant to this Agreement).
"Monthly Lot Reference Gold" means with respect to any Monthly Lot, the Constancia Feed Percentage of the Constancia Feed Gold for the same calendar month to which such Monthly Lot applies, plus 70% of the Pampacancha Feed Gold for the same calendar month to which such Monthly Lot applies, in each case expressed in ounces; where "Constancia Feed Percentage" means: (i) 70% with respect to any Monthly Lot produced during the period commencing on May 1, 2021 and ending on the later of: (a) the date that 104 million tonnes of ore from the Mining Properties other than the Pampacancha Property is mined and processed through the Mineral Processing Facility from and after May 1, 2021; and (b) December 31, 2025; and (ii) 55% with respect to any other Monthly Lot."
(b) A new Section 3.1(c) is hereby added as follows:
"(c) If more than four million tonnes of ore from the Pampacancha Property is mined and processed through the Mineral Processing Facility prior to December 31, 2021, Silver Wheaton shall pay to the Supplier a further deposit against the Gold Purchase Price in the amount of $4,000,000 within 10 Business Days of the later of: (i) December 31, 2021; and (ii) the receipt by Silver Wheaton of a certificate of a director or senior officer of Supplier, in form and substance satisfactory to Silver Wheaton, acting reasonably, certifying that as of December 31, 2021 at least four million tonnes of ore from the Pampacancha Property had been mined and processed through the Mineral Processing Facility. Any amount so paid shall be added to and form part of the amount of the Gold Deposit provided for in Section 3.1(b) for all purposes of this Agreement."
(c) Section 3.10(c)(iii) is hereby amended by deleting it in its entirety.
(d) The table that appeared immediately below subsection (iii) of Section 3.10(c) of the PMPA prior to this Agreement and that appears immediately below subsection (ii) of Section 3.10(c) of the PMPA following this Agreement, is hereby amended by deleting it in its entirety and replacing it with the following:
|
Pampacancha Target Date |
Refined Gold to be delivered by the |
|
December 31, 2018 |
8,020 ounces |
|
December 31, 2019 |
8,020 ounces |
(e) Section 11.9 is hereby amended by deleting it in its entirety and replacing it with the following:
"11.9 Schedule K Disputes
If a Schedule K Dispute arises between the Parties (and for this purpose any of the Hudbay Group Entities involved in the Schedule K Dispute shall be deemed to be one Party, and Silver Wheaton the other Party), and it has not been resolved prior to the commencement of production at the Pampacancha Property (other than for sampling purposes and other than during any period during which the Constancia Feed Percentage is 70%), then either Party may refer the matter to arbitration in accordance with the provisions of Annex 1 to Schedule K."
(f) Schedule K is hereby amended by deleting the second paragraph of Schedule K and replacing it with the following:
"The methodology, sampling, assaying procedures and other procedures (the "Stage 2 Process") that will be used by Supplier to calculate Constancia Feed Gold, Pampacancha Feed Gold and Monthly Lot are described below. The Stage 2 Process has been designed to make the determinations of Constancia Feed Gold, Pampacancha Feed Gold and Monthly Lot as objectively and formulaically as is possible for an operation of the type and scale of the Constancia project. Prior to mining, production, extraction or other recovery of ore or other material from the Pampacancha Property (other than for sampling purposes and other than during any period during which the Constancia Feed Percentage is 70%), Supplier and Silver Wheaton, each acting reasonably, shall have agreed to more detailed methodology and procedures, consistent with Industry Standard Practices, to determine Constancia Feed Gold and Pampacancha Feed Gold and the inputs into the foregoing (including any contemplated reconciliations and/or modifications to the Plant Metallurgical Balance described below) (the "Stage 3 Process"), with the intent that the determinations of Constancia Feed Gold, Pampacancha Feed Gold, Monthly Lot, Reported Mineral Processing Facility Feed Gold, Estimated Constancia Feed Gold, Estimated Pampacancha Feed Gold, Estimated Crusher Feed Grade, Constancia Throughput and Pampacancha Throughput (collectively, the "Schedule K Definitions"), will be as objectively, accurately and formulaically determined as is possible. In the event that the parties are unable to agree to such methodologies and procedures as part of a Stage 3 Process (a "Schedule K Dispute"), the matter may be referred to binding arbitration by either party in accordance with Section 11.9 of this Agreement. The methodologies and procedures determined as part of the Stage 3 Process and/or Schedule K Dispute resolution, as applicable, shall supplement this Schedule K and be deemed to be incorporated by reference herein."
2. Confirmations and Agreements. The provisions of the PMPA, as amended by the provisions hereof, are in full force and effect and are hereby confirmed and ratified, except that, on and after the date hereof, all references in the PMPA to "this Agreement", "hereof", "hereto" and "hereunder" and similar expressions referring to the PMPA shall mean and be a reference to the PMPA as further amended hereby. Each of the Supplier and the Parent Company hereby confirms and agrees that (i) any pledges, charges, mortgages, debentures, security agreements or assignments granted by any Hudbay PMPA Entity in favour of Wheaton pursuant to or in respect of the PMPA shall continue to secure payment of all PMPA Obligations, as amended by this Agreement and (ii) any guarantee executed and delivered by a Hudbay PMPA Entity to and in favour of Wheaton, pursuant to or in respect of the PMPA, which continues outstanding at the date hereof is hereby confirmed and ratified and shall continue to guarantee the Guaranteed Obligations.
3. Miscellaneous.
(a) Each of the parties hereto represents and warrants to each of the other parties hereto that it has taken all necessary action to authorize the creation, execution, delivery and performance of this Agreement and this Agreement has been duly executed by such party, as required, and when delivered, shall be a legal, valid and binding obligation of such party, enforceable in accordance with its terms and with the terms of the PMPA.
(b) This Agreement is to be read together with and form part of and shall have the same effect as though incorporated in the PMPA for all purposes. Except as otherwise amended or altered by this Agreement, the provisions of the PMPA shall be and continue in full force and effect and are hereby confirmed.
(c) In the case of any conflict between the terms and conditions of the PMPA and the terms or conditions of this Agreement, the terms and conditions of this Agreement shall prevail.
(d) This Agreement may be executed in any number of counterparts. Each executed counterpart shall be deemed to be an original and all executed counterparts taken together shall constitute one agreement. Each of the parties hereto may execute this Agreement by signing any such counterpart.
(e) Time shall be of the essence in this Agreement.
(f) This Agreement shall be governed by and construed under the laws of the Province of Ontario and the federal laws of Canada applicable therein (without regard to its laws relating to any conflicts of laws). The courts of the Province of Ontario shall have non- exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement. The United Nations Vienna Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
This Agreement shall be binding upon and enure to the benefit of the Parties. This Agreement shall be binding upon any assigns and enure to the benefit of any permitted assigns under the PMPA.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
The parties have executed this Agreement as of the day and year first written above.
|
WHEATON PRECIOUS METALS INTERNATIONAL LTD. |
||
| By: | /s/ Ounesh Reebye | |
| Name: Ounesh Reebye | ||
| Title: VP, Streaming Operations & Metal Sales | ||
| HUDBAY (BVI) INC. | ||
| By: | /s/ Robert Briant | |
| Name: Robert Briant | ||
| Title: Director | ||
| HUDBAY MINERALS INC. | ||
| By: | /s/ Patrick Donnelly | |
| Name: Patrick Donnelly | ||
| Title: Vice President and General Counsel | ||
FORM 52-109F1
CERTIFICATION OF ANNUAL FILINGS
FULL CERTIFICATE
I, Peter Kukielski, President and Chief Executive Officer of Hudbay Minerals Inc., certify the following:
1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the "annual filings") of Hudbay Minerals Inc. (the "issuer") for the financial year ended December 31, 2021.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.
4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the financial year end
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 N/A
5.3 N/A
6. Evaluation: The issuer's other certifying officer(s) and I have
(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and
(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's ICFR at the financial year end and the issuer has disclosed in its annual MD&A
(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and
(ii) N/A
7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer's ICFR that occurred during the period beginning on October 1, 2021 and ended on December 31, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
8. Reporting to the issuer's auditors and board of directors or audit committee: The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer's auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer's ICFR.
Date: March 28, 2022
(signed) "Peter Kukielski"
Name: Peter Kukielski
Title: President and Chief Executive Officer
FORM 52-109F1
CERTIFICATION OF ANNUAL FILINGS
FULL CERTIFICATE
I, Steve Douglas, Senior Vice President and Chief Financial Officer of Hudbay Minerals Inc., certify the following:
1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the "annual filings") of Hudbay Minerals Inc. (the "issuer") for the financial year ended December 31, 2021.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.
4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the financial year end
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 N/A
5.3 N/A
6. Evaluation: The issuer's other certifying officer(s) and I have
(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and
(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's ICFR at the financial year end and the issuer has disclosed in its annual MD&A
(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and
(ii) N/A
7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer's ICFR that occurred during the period beginning on October 1, 2021 and ended on December 31, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
8. Reporting to the issuer's auditors and board of directors or audit committee: The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer's auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer's ICFR.
Date: March 28, 2022
(signed) "Steve Douglas"
Name: Steve Douglas
Title: Senior Vice President and
Chief Financial Officer