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, 2020

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 30, 2020, 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 30, 2020; (2) Amending Agreement No. 4 in respect of Hudbay's Canadian Credit Facility; (3) Amending Agreement No. 4 in respect of Hudbay's Peruvian Credit Facility; (4) Certification of Chief Executive Officer pursuant to Form 52-109F1; and (5) Certification of Chief Financial Officer pursuant to Form 52-109F1.

Copies of the filings are attached to this Form 6-K and incorporated herein by reference, as follows:

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 31, 2020

3


EXHIBIT INDEX

The following exhibits are furnished as part of this Form 6-K:

Exhibit   Description
   
99.1   News Release dated March 30, 2020
99.2

Amending Agreement No. 4 in respect of Hudbay's Canadian Credit Facility

99.3  

Amending Agreement No. 4 in respect of Hudbay's Peruvian Credit Facility

99.4 Certification of Chief Executive Officer pursuant to Form 52-109F1
99.5   Certification of Chief Financial Officer pursuant to Form 52-109F1

4


Hudbay Minerals Inc.: Exhibit 99.1 - Filed by newsfilecorp.com


Hudbay Provides Annual Reserve and Resource Update

Toronto, Ontario, March 30, 2020 - Hudbay Minerals Inc. ("Hudbay" or the "company") (TSX, NYSE: HBM) today provided an update on its annual mineral reserve and resource estimates and exploration activities. All dollar amounts are in US dollars, unless otherwise noted.

"We are extremely pleased with our exploration success over the past 12 months in Manitoba where we've doubled the mine life in Snow Lake and more than doubled Lalor's annual gold production from current levels," said Peter Kukielski, Hudbay's President and Chief Executive Officer. "In addition to replacing the ore that was mined at Constancia last year, we are also encouraged by recent drilling results north of the Constancia pit where high-grade skarn mineralization has been intersected. Hudbay has a proven track record of delivering value through the drill bit and successfully extending the life of our mines, demonstrating one of the many ways we can leverage our core competencies to create value."

Lalor Mine and Snow Lake Operations

Phase One of Snow Lake Gold Strategy

In February 2019, Hudbay announced the results from its first phase of its Snow Lake gold strategy which repositioned Lalor as a gold mine with precious metals contributing a majority of the life-of-mine revenues. The first phase resulted in a 65% increase in Lalor's gold reserves and was the first mine plan that included the processing of gold and copper-gold ore at the company's New Britannia mill. Several years of detailed work was completed in advance of the phase one mine plan, including significant drilling and test mining of the Lalor gold and copper-gold zones, and trade-off studies on the various processing solutions for the gold ore. The New Britannia mill was determined to be the optimal processing solution for Lalor gold, as it capitalizes on existing infrastructure and is expected to achieve gold recoveries of approximately 93% compared to the current gold recoveries of approximately 53% at the Stall mill. The phase one gold mine plan contemplated Lalor's annual gold production more than doubling from then current levels to approximately 140,000 ounces over the first five years once the New Britannia mill is refurbished.


  TMX, NYSE – HBM
2020 No. 7
 

Phase Two of Snow Lake Gold Strategy

Over the last 12 months, the company has executed on the second phase of its Snow Lake gold strategy, focusing on extensive infill and exploration drilling at Lalor and advancing engineering studies on the regional deposits in Snow Lake. This has resulted in a significant increase in the mineral reserves and mineral resources for Lalor and the nearby satellite deposits, including a 35% increase in total Snow Lake gold reserves to 2.2 million ounces. Lalor's current reserve estimate has added more than a year to its mine life, and with the inclusion of the reserves at the nearby satellite deposits, the mine life of the Snow Lake operations now totals 18 years. Based on the updated reserve, Lalor's life-of-mine gold production increased by 41%i compared to the previous mine plan, and annual gold production is expected to average greater than 150,000 ounces over the first eight years after the New Britannia mill is refurbished, which is more than double the current annual gold production from Lalor and 9%[iii] higher than the previous mine plan. Lalor will remain a low-cost gold mine with sustaining cash costs[iv], net of by-product credits, of approximately $655 per ounce over the first eight years once New Britannia is in production, positioning Lalor in the lowest quartile on the global all-in sustaining cost curve.

The revised 18-year mine plan for the Snow Lake operations utilizes the existing mining capacity of up to 4,500 tonnes per day at the Lalor mine for the first ten years followed by the mining of the gold-rich WIM and 3 Zone deposits for the last eight years of the mine plan. Please refer to Figure 1 for a map outlining the location of the various Snow Lake deposits within trucking distance of the New Britannia mill and other regional infrastructure.

Under the revised mine plan, the New Britannia gold mill will operate at its maximum capacity of 1,500 tonnes per day from 2022 to 2030 by processing Lalor's current reserves at average grades of 6.4 grams per tonne gold and 1.0% copper. From 2030 to 2037, New Britannia is expected to operate at a processing rate between 1,200 to 1,500 tonnes per day at average grades of 2.2 grams per tonne gold and 1.3% copper, as the Lalor feed is replaced by WIM and 3 Zone (see "Snow Lake Mine Plan" below).

The WIM deposit was acquired by Hudbay in the third quarter of 2018 for approximately C$0.5 million. WIM is a copper-gold deposit that starts from surface, is expected to be developed via an underground ramp and is located approximately 15 kilometres by road from New Britannia. The 3 Zone deposit was acquired by Hudbay as part of the acquisition of the New Britannia mine and mill. 3 Zone is a ramp-access deposit located within the existing mining infrastructure at the past producing New Britannia mine.

The New Britannia mill development plan contemplates construction activities occurring between June 2020 and August 2021, with plant commissioning and ramp-up occurring during the fourth quarter of 2021. This timing assumes no delays or deferrals due to the impact of the COVID-19 coronavirus or related liquidity considerations, which remains a risk we continue to prudently assess and monitor. All key environmental permits for the project have been obtained.


  TMX, NYSE – HBM
2020 No. 7
 

Snow Lake Mine Plan

 

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

LOM

Lalor Base Metal Ore

Ore Mined

tonnes
(000s)

1,575

1,506

1,035

997

1,035

1,035

1,035

738

521

518

176

10,170

Ore Mined

tpd

4,351

4,160

2,859

2,754

2,859

2,859

2,859

2,038

1,438

1,431

485

-

Cu Grade

% Cu

0.64%

0.65%

0.61%

0.57%

0.60%

0.55%

0.61%

0.63%

0.73%

0.75%

0.29%

0.62%

Zn Grade

% Zn

5.60%

5.36%

5.74%

5.67%

4.51%

5.01%

5.65%

4.78%

4.83%

4.19%

5.70%

5.25%

Au Grade

g/t Au

2.55

3.28

2.72

2.86

2.70

2.76

3.86

3.83

3.91

3.75

1.51

3.08

Ag Grade

g/t Ag

26.68

28.21

31.38

30.84

26.34

32.34

33.37

30.55

23.55

25.77

21.62

29.00

Lalor Gold Ore

Ore Mined

tonnes
(000s)

-

69

540

540

540

540

540

540

537

540

459

4,845

Ore Mined

tpd

-

191

1,492

1,492

1,492

1,492

1,492

1,492

1,484

1,492

1,267

-

Cu Grade

% Cu

-

1.12%

0.81%

0.99%

0.91%

0.83%

0.83%

0.85%

1.55%

1.54%

0.62%

1.00%

Zn Grade

% Zn

-

0.38%

0.48%

0.92%

0.78%

0.35%

0.62%

0.95%

0.63%

0.47%

0.69%

0.65%

Au Grade

g/t Au

-

5.83

6.62

6.19

5.33

6.42

7.37

5.41

6.70

6.71

7.15

6.41

Ag Grade

g/t Ag

-

20.69

26.67

22.08

24.37

23.52

32.91

26.54

29.33

26.66

28.24

26.59

Total Ore - Lalor

Ore Mined

tonnes
(000s)

1,575

1,575

1,575

1,537

1,575

1,575

1,575

1,278

1,058

1,058

634

15,015

Ore Mined

tpd

4,351

4,351

4,351

4,246

4,351

4,351

4,351

3,530

2,923

2,923

1,753

-

Cu Grade

% Cu

0.64%

0.67%

0.68%

0.72%

0.71%

0.65%

0.68%

0.72%

1.15%

1.15%

0.53%

0.74%

Zn Grade

% Zn

5.60%

5.14%

3.94%

4.00%

3.23%

3.41%

3.93%

3.16%

2.70%

2.29%

2.08%

3.77%

Au Grade

g/t Au

2.55

3.39

4.06

4.03

3.60

4.02

5.06

4.50

5.33

5.26

5.58

4.16

Ag Grade

g/t Ag

26.68

27.88

29.77

27.76

25.66

29.31

33.21

28.85

26.49

26.22

26.41

28.22


 

2030

2031

2032

2033

2034

2035

2036

2037

LOM

WIM Ore

Ore Mined

tonnes
(000s)

104

414

438

438

401

316

288

49

2,448

Ore Mined

tpd

286

1,133

1,200

1,200

1,100

867

788

134

-

Cu Grade

% Cu

1.22%

1.62%

1.47%

1.72%

1.71%

1.71%

1.67%

1.70%

1.63%

Zn Grade

% Zn

0.09%

0.18%

0.32%

0.42%

0.28%

0.17%

0.13%

0.13%

0.25%

Au Grade

g/t Au

0.76

1.24

1.55

1.74

1.82

1.82

1.68

1.87

1.60

Ag Grade

g/t Ag

4.64

6.01

5.66

6.51

6.67

6.92

6.76

6.86

6.31

3 Zone Ore

Ore Mined

tonnes
(000s)

-

-

-

-

38

219

219

187

662

Ore Mined

tpd

-

-

-

-

103

600

600

511

-

Cu Grade

% Cu

-

-

-

-

-

-

-

-

-

Zn Grade

% Zn

-

-

-

-

-

-

-

-

-

Au Grade

g/t Au

 

 

 

 

3.40

4.17

4.17

4.46

4.21

Ag Grade

g/t Ag

-

-

-

-

-

-

-

-

-

Total Ore - Satellite Deposits

Ore Mined

tonnes
(000s)

104

414

438

438

438

535

507

235

3,110

                       


  TMX, NYSE – HBM
2020 No. 7
 

Ore Mined

tpd

286

1,133

1,200

1,200

1,203

1,467

1,389

645

-

Cu Grade

% Cu

1.22%

1.62%

1.47%

1.72%

1.56%

1.01%

0.95%

0.35%

1.28%

Zn Grade

% Zn

0.09%

0.18%

0.32%

0.42%

0.26%

0.10%

0.07%

0.03%

0.20%

Au Grade

g/t Au

0.76

1.24

1.55

1.74

1.96

2.78

2.76

3.93

2.15

Ag Grade

g/t Ag

4.64

6.01

5.66

6.51

6.10

4.09

3.84

1.42

4.97

Note: Tonnes per day ("tpd") assumes 365 operating days a year. LOM refers to life-of-mine.

Snow Lake Metallurgical Recoveries

 

LOM Average

Base Metal Ore Through Stall

Average Lalor Ore Recoveries

  Cu

83.6%

  Au

52.9%

  Ag

53.3%

  Zn

93.2%

Gold Ore Through New Britannia

Average Lalor Ore Recoveries

  Cu

93.9%

  Au

93.3%

  Ag

77.8%

Average WIM Ore Recoveries

  Cu

97.7%

  Au

88.4%

  Ag

69.8%

Average 3 Zone Ore Recoveries

  Au

85.0%

Snow Lake Production Profile

Lalor Mine

Production

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

LOM

Cu

tonnes (000s)

8

9

9

10

10

9

9

8

11

11

3

97

Zn

tonnes (000s)

81

74

55

52

43

48

54

32

23

20

9

492

Au

ounces (000s)

74

102

158

151

136

154

192

139

146

146

103

1,501

Ag

ounces (000s)

783

829

956

851

828

914

1,087

778

665

625

382

8,698


WIM Mine

Production

2030

2031

2032

2033

2034

2035

2036

2037

LOM

Cu

tonnes (000s)

1

7

6

7

7

5

5

1

39

Zn

tonnes (000s)

-

-

-

-

-

-

-

-

-

Au

ounces (000s)

2

14

19

22

21

17

14

3

110

Ag

ounces (000s)

10

56

54

65

61

50

44

8

347



  TMX, NYSE – HBM
2020 No. 7
 

3 Zone Mine

Production

2030

2031

2032

2033

2034

2035

2036

2037

LOM

Cu

tonnes (000s)

-

-

-

-

-

-

-

-

-

Zn

tonnes (000s)

-

-

-

-

-

-

-

-

-

Au

ounces (000s)

-

-

-

-

3

25

25

23

76

Ag

ounces (000s)

-

-

-

-

-

-

-

-

-

Note: Production includes metal contained in concentrate and doré.

Snow Lake Unit Operating Costs and Cash Costs

Unit Operating Costs

 

LOM Average

Mining - Lalor

C$/tonne

$110.20

Mining - WIM

C$/tonne

$73.44

Mining - 3 Zone

C$/tonne

$68.41

Milling - Stall

C$/tonne

$28.01

Milling - New Britannia

C$/tonne

$39.01

Note:

1. Unit operating costs exclude general and administrative costs related to shared services incurred in Flin Flon and allocated between 777 and Lalor mines.

2. Mining costs include costs to truck approximately 1,000 tonnes per day from Lalor to Flin Flon until New Britannia is operating in 2022.

Gold Cash Costs

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2022-2029 Avg.

Gold Production

ounces

(000s)

74

102

158

151

136

154

192

139

146

146

153

Cash Costs

US$/oz

($95)

$151

$371

$507

$584

$524

$387

$624

$434

$456

$480

Sustaining Cash Costs

US$/oz

$966

$980

$848

$805

$882

$720

$460

$685

$443

$466

$657

 

 

2030

2031

2032

2033

2034

2035

2036

2037

2030-2037 Avg.

LOM Avg.

Gold Production

ounces

(000s)

105

14

19

22

24

41

39

25

36

94

Cash Costs

US$/oz

$669

$154

$309

$160

$212

$263

$312

$346

$410

$423

Sustaining Cash Costs

US$/oz

$815

$1,312

$855

$175

$709

$728

$583

$346

$700

$697

Note:

1. Production includes metal contained in concentrate and doré.

2. Cash costs include all onsite (mining, milling and general and administrative) and offsite costs associated with Lalor, WIM and 3 Zone and are reported net of by-product credits. By-product credits calculated using the following assumptions: zinc price (includes premium) of $1.18 per pound in 2020, $1.08 per pound in 2021 to 2023, $1.17 per pound long-term; copper price of $2.65 per pound in 2020, $3.00 per pound in 2021, $3.10 per pound in 2022 and long-term; silver price of $16.00 per ounce in 2020, $16.50 per ounce in 2021 to 2023, and $17.00 per ounce long-term; C$/US$ exchange rate of 1.30 for current and long-term.

3. Sustaining cash costs incorporate all costs included in cash costs calculation plus sustaining capital expenditures.

4. Cash costs and sustaining cash costs are non-IFRS financial performance measures with no standardized definition under IFRS. For further details on why Hudbay believes cash costs are a useful performance indicator, please refer to the Company's most recent Management's Discussion and Analysis for the year ended December 31, 2019.


  TMX, NYSE – HBM
2020 No. 7
 

Snow Lake Capital Expenditures

Capital Expenditures

 

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

Sustaining Capital

Lalor Sustaining Capital

C$ millions

$102

$111

$98

$58

$53

$39

$18

$11

$2

$2

Total Sustaining Capital

US$ millions

$79

$85

$75

$45

$41

$30

$14

$8

$1

$1

Growth Capital

New Britannia Capital

C$ millions

$105

$48

-

-

-

-

-

-

-

-

Total Growth Capital

US$ millions

$80

$37

-

-

-

-

-

-

-

-

 

Capital Expenditures

 

2029

2030

2031

2032

2033

2034

2035

2036

2037

Sustaining Capital

WIM Sustaining Capital

C$ millions

-

$20

$21

$13

-

-

-

-

-

3 Zone Sustaining Capital

C$ millions

-

-

-

-

-

$16

$25

$14

-

Total Sustaining Capital

US$ millions

-

$15

$16

$10

-

$12

$19

$10

-

Growth Capital

WIM Development

C$ millions

$50

-

-

-

-

-

-

-

-

3 Zone Development

C$ millions

-

-

-

-

-

-

-

-

-

Total Growth Capital

US$ millions

$39

-

-

-

-

-

-

-

-

Note: Totals may not add up correctly due to rounding. "LOM" refers to life-of-mine. Canadian dollar capital expenditures converted to U.S. dollar capital expenditures at an exchange rate of 1.30 C$/US$.

Snow Lake Mineral Reserves and Resources

Current mineral reserves and resources (exclusive of reserves) for Lalor and other Snow Lake satellite deposits as of January 1, 2020 are summarized below.

Lalor Mine
Mineral Reserve and Resource Estimates1,2,3,4

Tonnes

Cu Grade (%)

Zn Grade (%)

Au Grade (g/t)

Ag Grade (g/t)

Base Metal Zone Reserves

 

 

Proven

 

7,276,000

0.57

6.27

2.42

29

Probable

 

1,739,000

0.60

4.15

3.83

31

Gold Zone Reserves

 

 

Proven

 

1,748,000

1.37

1.11

6.70

24

Probable

 

4,251,000

0.83

0.42

6.21

27

Total Proven and Probable

 

15,015,000

0.74

3.77

4.16

28

Base Metal Zone Resources

 

 

Inferred

 

454,000

0.34

7.32

2.16

21

Gold Zone Resources

 

 

Inferred

 

3,945,000

1.31

0.31

4.69

26



  TMX, NYSE – HBM
2020 No. 7
 

Total Inferred

 

4,399,000

1.21

1.03

4.43

26

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 reserves and resources calculated using metal prices of $1.17 per pound zinc (includes premium), $1,375 per ounce gold, $3.10 per pound copper, $17.00 per ounce of silver.

3 Mineral reserves are estimated at an NSR cut-off of $101 per tonne for waste filled mining areas and a minimum of $113 per tonne for paste filled mining areas.

4 Mineral resources are estimated at a minimum NSR cut-off of $101 per tonne.

Snow Lake Regional Deposits - Gold
Mineral Reserve and Resource Estimates

Tonnes

Cu Grade (%)

Zn Grade (%)

Au Grade (g/t)

Ag Grade (g/t)

Probable Reserves1

 

 

WIM

 

2,448,000

1.63

0.25

1.6

6.3

3 Zone

 

662,000

-

-

4.2

-

Total Probable (Gold)

 

3,110,000

1.28

0.20

2.2

5.0

Inferred Resources2

 

 

Birch

 

569,000

-

-

4.4

-

New Britannia

 

2,753,000

-

-

4.5

-

Total Inferred (Gold)

 

3,222,000

-

-

4.5

-

Note: totals may not add up correctly due to rounding.

1 WIM mineral reserves are estimated at a minimum net smelter return ("NSR") cut-off of C$150 per tonne, assuming processing recoveries of 98% for copper, 88% for gold and 70% for silver, and using long-term prices of $3.10 per pound copper, $1,375 per ounce gold and $17.00 per ounce silver. 3 Zone mineral reserves are estimated at a minimum NSR cut-off of C$150 per tonne, assuming processing recoveries of 85% for gold, and using a long-term price of $1,375 per ounce gold.

2 Mineral resources are exclusive of mineral reserves and do not have demonstrated economic viability. 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).

Snow Lake Regional Deposits - Base Metals
Mineral Reserve and Resource Estimates1

Tonnes

Cu Grade (%)

Zn Grade (%)

Au Grade (g/t)

Ag Grade (g/t)

Indicated Resources

 

 

Pen II

 

469,000

0.49

8.89

0.35

6.8

Total Indicated (Base Metals)

 

469,000

0.49

8.89

0.35

6.8

Inferred Resources

 

 

1901

 

2,065,000

0.25

9.67

0.87

30.3

Watts

 

3,153,000

2.34

2.58

0.95

31

Pen II

 

132,000

0.37

9.81

0.3

6.9

Total Inferred (Base Metals)

 

5,350,000

1.48

5.49

0.9

30.1

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. 1901 mineral resources are estimated at a minimum NSR cut-off of $170 per tonne, assuming processing recoveries of 73% for copper, 94% for zinc, 48% for gold and 47% for silver, and using long-term prices of $3.10 per pound copper, $1,260 per ounce gold, $1.10 per pound zinc and $18.00 per ounce silver. Watts mineral resources are estimated at a minimum NSR cut-off of $150 per tonne, assuming processing recoveries of 87% for copper, 80% for zinc, 65% for gold and 64% for silver, and using long-term prices of $3.10 per pound copper, $1,375 per ounce gold, $1.10 per pound zinc and $17.00 per ounce silver. Pen II mineral resources are estimated at a minimum NSR cut-off of $75 per tonne and assume that the Pen II mineral resources would be amenable to processing at the Stall mill.


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2020 No. 7
 

Phase Three of Snow Lake Gold Strategy and Exploration Upside

Exploration efforts at the Lalor mine were highly successful in 2019 with the definition of additional mineral resources at Lalor. The updated resource model at Lalor includes 4.4 million tonnes of inferred mineral resources, which have the potential to extend the Lalor mine life beyond the current estimate of ten years. A new copper-gold rich lens, called Lens 17, is included in the updated inferred mineral resource estimate for Lalor. Lens 17 contains an inferred mineral resource of 0.8 million tonnes at 3.0% copper, 3.7 grams per tonne gold and 18 grams per tonne silver. Please refer to Figure 2 for a 3D image of Lens 17, including the location of the drill holes and a conceptual development plan. Lens 17 and other lenses at Lalor, including the copper-gold rich Lens 27, remain open down plunge and offer opportunities to further expand Lalor's resource base once suitable underground drilling platforms have been established over the next two years.

In addition, the mineral resources at Hudbay's satellite gold deposits in the Snow Lake region, such as Birch and the New Britannia deposit, could provide feed for the New Britannia processing facilities and further extend the mine life. New Britannia and Birch are mineralized zones at the past producing New Britannia gold mine that would be accessible with some investment in the existing mining infrastructure.

The 1901 deposit is located approximately half-way between the former Chisel North mine and the Lalor mine at a depth between 500 metres to 700 metres and within 1,000 metres of the existing haulage ramp to Lalor. The 1901 deposit could provide additional feed for the processing facilities in Snow Lake. On August 8, 2019, Hudbay published an initial inferred mineral resource estimate for the zinc-rich 1901 deposit discovered six months earlier. Since August 2019, the company has considered various options to develop the 1901 deposit and is completing a drill program aimed at converting a significant portion of the inferred mineral resources to an indicated category and to define an initial inferred mineral resource for the gold mineralization previously intersected between two lenses of zinc-rich mineralization. Hudbay intends to provide an update on the mineral resource estimates and development options for the 1901 deposit with its annual reserve and resource update in March 2021.

The Watts and Pen II deposits present additional opportunities to further optimize the Snow Lake operations. Confirmatory drilling conducted during 2019 at the 100% owned Watts deposit supported an initial inferred mineral resource estimate of approximately 3.2 million tonnes at 2.34% copper, 2.58% zinc, 0.95 grams per tonne gold and 31 grams per tonne silver. The Watts deposit is located approximately 95 kilometres from the Stall concentrator and is in close proximity to roads and power lines. Please refer to Figure 1 for a map of the location of the Watts deposit. Watts was discovered by the company in 1982 with the majority of the drilling being conducted between 1996 and 2008. Considering the available processing capacity at the Stall concentrator and recent drilling successes which expanded the volume of high-grade copper mineralization at Watts, Hudbay is now confident that the potential for economic extraction of the Watts deposit has been established to a level sufficient to report an initial inferred mineral resource estimate.

Pen II is a low tonnage and high-grade zinc deposit that starts from surface and is located within trucking distance of the Stall mill. In 2019, Hudbay defined an indicated resource estimate of 0.5 million tonnes at 8.9% zinc. Pen II could constitute a supplemental source of feed for the Stall mill. Hudbay expects to continue metallurgical testing, infill drilling and technical studies in an attempt to confirm the technical and economic viability of the resource.

In 2020 and 2021, additional technical studies and exploration activities will be conducted to confirm how the Lalor in-mine exploration targets and the regional gold and base metal satellite deposits could be incorporated in the consolidated business plan of the Snow Lake operations.


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2020 No. 7
 

For additional details on the Lalor mine and the company's Snow Lake operations, refer to the technical report titled "NI 43-101 Technical Report, Lalor and Snow Lake Operations, Manitoba, Canada", effective January 1, 2019, which was filed on March 28, 2019 on Hudbay's profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

777 Mine

Based on the most recent estimate of mineral reserves, the 777 mine life has been extended to the end of the second quarter of 2022.

Current mineral reserves and resources (exclusive of reserves) for 777 as of January 1, 2020 are summarized below.

777 Mine
Mineral Reserve and Resource Estimates1

Tonnes

Cu Grade (%)

Zn Grade (%)

Au Grade (g/t)

Ag Grade (g/t)

Mineral Reserves

 

 

Proven

 

2,122,000

1.44

4.55

2.01

27

Probable

 

459,000

1.11

4.11

1.75

26

Total Proven and Probable

 

2,581,000

1.38

4.47

1.96

27

Mineral Resources

 

 

Measured

 

370,000

2.02

3.69

1.97

25

Indicated

 

140,000

1.02

3.85

1.57

26

Total Measured and Indicated

 

510,000

1.75

3.74

1.86

26

Inferred

 

210,000

1.48

5.22

3.11

40

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. Mineral reserves and resources calculated using life-of-mine (2020-2022) average metal prices of $2.92 per pound copper, $1.11 per pound zinc (includes premium), $1,392 per ounce gold, $16.33 per ounce silver and using a C$/US$ exchange rate of 1.30.

Constancia Mine

In 2019, infill drilling and economic re-evaluations have provided the basis to convert measured and indicated mineral resources to mineral reserves which have largely offset 2019 mining depletion. As a result, an additional year has been added and the expected mine life has been maintained at 17 years. Inferred mineral resources have also increased in 2020 due to higher long-term price forecasts in the NSR cut-off value used for reporting.

Current mineral reserves and resources (exclusive of reserves) for Constancia as of January 1, 2020 are summarized below.

Constancia Mine
Mineral Reserve and Resource Estimates1

Tonnes

Cu Grade (%)

Mo Grade (g/t)

Au Grade (g/t)

Ag Grade (g/t)

Constancia Reserves

 

 

Proven

 

408,800,000

0.28

85

0.035

2.76

Probable

 

77,500,000

0.27

70

0.044

3.58

Total Proven and Probable - Constancia

 

486,300,000

0.28

83

0.036

2.89

Pampacancha Reserves

 

 

Proven

 

32,400,000

0.59

178

0.368

4.48



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2020 No. 7
 

Probable

 

7,500,000

0.62

173

0.325

5.75

Total Proven and Probable - Pampacancha

 

39,900,000

0.60

177

0.360

4.72

Total Proven and Probable

 

526,600,000

0.30

90

0.061

3.03

Constancia Resources

 

 

Measured

 

122,700,000

0.18

55

0.028

1.77

Indicated

 

154,300,000

0.20

65

0.033

1.87

Inferred

 

83,100,000

0.18

43

0.036

3.39

Pampacancha Resources

 

 

Measured

 

11,400,000

0.41

101

0.245

4.95

Indicated

 

6,000,000

0.35

84

0.285

5.16

Inferred

 

10,100,000

0.14

143

0.233

3.86

Total Measured and Indicated

 

294,400,000

0.20

63

0.045

2.01

Total Inferred

 

93,200,000

0.18

54

0.057

3.44

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. Mineral reserves and resources calculated using metal prices of $3.10 per pound copper, $11.00 per pound molybdenum, $17.00 per ounce silver and $1,375 per ounce gold. The Constancia and Pampacancha reserve pits consist of operational pits of proven and probable reserves and are based on metal prices noted, metallurgical recoveries applied by ore type (between 84.4% to 90.5%), and processing costs of $4.54 per tonne milled, general and administrative costs of $1.60 per tonne milled and mining costs of $1.30 and $1.35 per tonne moved (waste and ore, respectively).

Constancia North Drilling

Hudbay completed a drill program of seven holes in December 2019 to test a possible extension of copper porphyry and high-grade skarn mineralization occurring within 300 metres of the edge of the current Constancia pit. The location of the drill holes with respect to the existing Constancia pit is shown in Figure 3. The occurrence of high-grade skarn mineralization in two historical holes drilled in 2007 and 2008 was confirmed with this program, including seven new intersections of copper porphyry and high-grade copper-gold-silver skarn comparable to the mineralization currently mined at Constancia. These intersections warrant further exploration in 2020 to confirm if additional mineral resources could be defined and potentially support an extension of the Constancia pit to the north. Significant historical and recent drill intersections north of the Constancia pit are summarized below.

Hole ID

From

To

Intercept1

Cu2,3

Au2,3

Ag2,3

(m)

(m)

(m)

(%)

(g/t)

(g/t)

CO-19-306

368.0

408.6

40.6

0.52

0.79

17.89

CO-19-307

42.0

62.0

20.0

0.20

0.03

3.55

CO-19-308

35.0

57.0

22.0

0.24

0.07

2.03

CO-19-310

263.0

361.0

98.0

1.10

0.08

5.93

CO-19-311

90.3

118.0

27.7

0.54

0.45

11.78

CO-20-314

73.0

100.0

27.0

0.23

0.03

16.55

CO-20-315

19.0

86.0

67.0

0.31

0.00

3.28

CO-07-1094

305.0

348.0

43.0

1.54

0.23

3.28

CO-08-2154 top

24.0

59.9

35.9

0.25

0.21

11.47

CO-08-2154 bottom

217.3

346.0

128.7

0.82

0.05

13.56

1 True widths cannot be estimated at this stage given the uncertainties of the skarn mineralization geometry.

2 All copper, gold and silver values are uncut.


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2020 No. 7
 

3 Specific gravity results are pending - assay results are length weighted.

4 Historical drill results from 2007 and 2008.

Hole ID

From (m)

To (m)

Azimuth at Intercept

Dip at Intercept

Core Size

Easting

Northing

Elevation

Easting

Northing

Elevation

CO-19-306

200,774

8,400,155

3,925

200,764

8,400,152

3,886

261

-76

HQ

CO-19-307

200,842

8,400,371

4,235

200,837

8,400,366

4,216

227

-69

HQ

CO-19-308

200,850

8,400,385

4,252

200,846

8,400,389

4,231

316

-75

HQ

CO-19-310

200,768

8,400,676

4,085

200,784

8,400,647

3,993

153

-70

HQ

CO-19-311

200,622

8,400,633

4,240

200,632

8,400,622

4,216

140

-57

HQ

CO-20-314

200,826

8,400,101

4,199

200,833

8,400,100

4,173

92

-75

HQ

CO-20-315

200,883

8,400,328

4,259

200,874

8,400,316

4,194

222

-77

HQ

CO-07-109

200,762

8,400,618

4,055

200,777

8,400,602

4,018

135

-60

HQ

CO-08-215
top

200,889

8,400,237

4,256

200,877

8,400,237

4,222

270

-70

HQ

CO-08-215
bottom

200,827

8,400,238

4,073

200,790

8,400,237

3,950

268

-73

HQ

Constancia Regional Potential

Along with successfully reaching an agreement to acquire the surface rights at Pampacancha, Hudbay has continued to progress its negotiations to conclude community agreements granting exploration access to the past producing Caballito property and the highly prospective Maria Reyna and Kusiorcco properties. In 2019, Hudbay concluded an agreement with the Collana Vellile community for exploration access to two exploration targets located less than 10 kilometres southwest of the Constancia mine and has initiated baseline and exploration/technical activities required to access and conduct drilling on these properties. Also, after reaching an exploration agreement with the Quehuincha community in early 2019 and subsequently completing the required Consult Previa process, the company has obtained a drill permit to test a high-grade skarn target on the Quehuincha North property located 11 kilometers to the north of Constancia. Please refer to Figure 4 for a map highlighting the location of the regional targets within trucking distance to the Constancia mine and processing facilities.

Other Development Assets

Rosemont is a copper development project, located in Pima County, Arizona, approximately 50 kilometres southeast of Tucson. The Rosemont project is expected to be an open pit, shovel and truck operation and has an expected 19-year mine life. There were no changes to Rosemont's reserves and resources during 2019. In the first half of 2019, Rosemont received the Section 404 Water Permit from the U.S. Army Corps of Engineers and the U.S. Forest Service ("USFS") approved Rosemont's Mine Plan of Operations ("MPO") following an extensive Environmental Impact Statement process. The issuance of the MPO was the final administrative step in the permitting process. On July 31, 2019, the U.S. District Court for the District of Arizona ("Court") issued a ruling in two of the lawsuits challenging the U.S. Forest Service's issuance of the Final Record of Decision ("FROD") for the Rosemont project (the "US Mining Law Litigation"). The Court ruled to vacate and remand the FROD thereby delaying the expected start of construction of Rosemont. In December of 2019, Hudbay and the U.S. Department of Justice each filed a notice of appeal in respect of the Court's decision in the US Mining Law Litigation to the U.S. Ninth Circuit Court of Appeals. Hudbay expects the appeals process to take approximately two years and remains committed to evaluating all options to advance the Rosemont project.


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2020 No. 7
 

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. The Mason project's measured and indicated mineral resources have not changed over the past year and are comparable in size to Constancia and Rosemont. Hudbay views the Mason project as a long-term option for potential future development and a strong addition to its pipeline of long-term growth opportunities. In the fourth quarter of 2019, Hudbay acquired a prospective package of patented and unpatented mining claims contiguous to the Mason project. The land package, known as the Mason Valley properties, is an exploration stage project that includes past producing mines and has the potential to provide additional mineral resources to the Mason project. The company has also entered into an option agreement to acquire an 80% interest in the Gray Hills unpatented mining claims in Lyon County, Nevada, located approximately 25 kilometres southeast of the Mason project, as part of its land consolidation strategy in the Yerington district.

Corporate Update

As announced on March 20, 2020, the company initiated a temporary and orderly shutdown of operations at Constancia after the Peruvian government declared a state of emergency causing the manufacturing and transport of critical mining supplies to be restricted. The state of emergency in Peru has since been extended until April 12, 2020. A smaller workforce has been maintained at Constancia to oversee critical aspects of the operation, with the overarching goal of facilitating a quick and efficient ramp up back to normal levels once the regional situation improves.

In Manitoba, Hudbay's mines continue to operate and ship concentrate and zinc metal. The team is actively engaging with its employees, contractors and the local communities to manage the evolving situation and is implementing its business preparedness plan, including planning activities in the event the company needs to reduce or cease operations or construction activities in the future. The company's focus is on maintaining business continuity and a safe environment for its workers and the communities.

Hudbay continues to prudently manage its liquidity position and currently has approximately $300 million in cash and cash equivalents. The company proactively amended its credit facilities in February 2020 to provide additional near-term flexibility and is evaluating a variety of liquidity and capital spending options if the current environment persists. The company has the ability to defer a majority of its 2020 growth capital expenditures at Pampacancha and the New Britannia gold mill. The company will continue to monitor the macro-environment and the status of its operations to assess the potential impacts on its annual guidance disclosure and expects to provide an update with its first quarter results.

The company also acknowledges that on March 23, 2020, Fitch Ratings has assigned a first-time Long-Term Issuer Default Rating of 'B+' to Hudbay and Hudbay Peru S.A.C., a 'BB+'/'RR1' rating to the company's senior secured revolving credit facilities and a 'B+'/'RR4' rating to the unsecured notes, and a "stable" outlook on its rating.

Non-IFRS Financial Performance Measures

Cash cost and sustaining and all-in sustaining cash cost per ounce of gold produced are shown because the company believes they help investors and management assess the performance of its Snow Lake operations, including the margin generated by the operations and the company. Unit operating costs are shown because the measures are used by the company as a key performance indicator to assess the performance of its mining and processing operations. These measures do not have a meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. These measures should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS and are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Other companies may calculate these measures differently. For further details on these measures, including reconciliations of historical unit operating costs and cash costs per pound of copper produced to the most comparable IFRS measures, please refer to page 42 of Hudbay's management's discussion and analysis for the three and twelve months ended December 31, 2019 available on SEDAR at www.sedar.com and footnote "iv" to this news release.


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2020 No. 7
 

Qualified Person

The scientific and technical information contained in this news release related to the Constancia mine and Rosemont project has been approved by Cashel Meagher, P. Geo, Hudbay's Senior Vice President and Chief Operating Officer. The scientific and technical information related to the company's other material mineral projects contained in this news release has been approved by Olivier Tavchandjian, P. Geo, Hudbay's Vice-President, Exploration and Geology. Messrs. Meagher and Tavchandjian are qualified persons pursuant to NI 43 101. For a description of the key assumptions, parameters and methods used to estimate mineral reserves and resources at Hudbay's material properties, as well as data verification procedures and a general discussion of the extent to which the estimates of scientific and technical information may be affected by any known environmental, permitting, legal title, taxation, sociopolitical, marketing or other relevant factors, please see the technical reports for the company's material properties as filed by Hudbay on SEDAR at www.sedar.com.

Additional details on the company's material properties, including a year-over-year reconciliation of reserves and resources, is included in Hudbay's Annual Information Form for the year ended December 31, 2019, which is available on SEDAR at www.sedar.com.

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"). Subject to the SEC Modernization Rules described below, the United States reporting requirements are currently governed by the United States Securities and Exchange Commission ("SEC") Industry Guide 7 ("SEC Industry Guide 7") under the Securities Act of 1933, as amended.

The definitions used in NI 43-101 are incorporated by reference from the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") - Definition Standards adopted by CIM Council on May 10, 2014 (the "CIM Definition Standards"). For example, the terms "mineral reserve", "proven mineral reserve" and "probable mineral reserve" are Canadian mining terms as defined in NI 43-101, and these definitions differ from the definitions in SEC Industry Guide 7.  Furthermore, while the terms "mineral resource", "measured mineral resource", "indicated mineral resource" and "inferred mineral resource" are defined in and required to be disclosed by NI 43-101, these terms are not defined terms under SEC Industry Guide 7.

Under SEC Industry Guide 7 standards, a "final" or "bankable" feasibility study is required to report reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority. Further, under SEC Industry Guide 7, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Reserve estimates contained in this news release may not qualify as "reserves" under SEC Industry Guide 7. Further, until recently, the SEC has not recognized the reporting of mineral deposits which do not meet the SEC Industry Guide 7 definition of "reserve".


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2020 No. 7
 

The SEC adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the Securities Exchange Act of 1934, as amended. These amendments became effective February 25, 2019 (the "SEC Modernization Rules") with compliance required for the first fiscal year beginning on or after January 1, 2021. The SEC Modernization Rules replace the historical disclosure requirements for mining registrants that were included in SEC Industry Guide 7, which will be rescinded from and after the required compliance date of the SEC Modernization Rules.  As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of "measured mineral resources", "indicated mineral resources" and "inferred mineral resources". In addition, the SEC has amended its definitions of "proven mineral reserves" and "probable mineral reserves" to be "substantially similar" to the corresponding CIM Definition Standards, incorporated by reference in NI 43-101.

United States investors are cautioned that while the above terms are "substantially similar" to CIM definitions, there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Company may report as "proven mineral reserves", 'probable mineral reserves", "measured mineral resources", "indicated mineral resources" and "inferred mineral resources" under NI 43-101 would be the same had the Company prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules.

United States investors are also cautioned that while the SEC will now recognize "measured mineral resources", "indicated mineral resources" and "inferred mineral resources", investors should not assume that any part or all of the mineralization in these categories will ever be converted into a higher category of mineral resources or into mineral reserves. Mineralization described using these terms has a greater amount of uncertainty as to their existence and feasibility than mineralization that has been characterized as reserves. Accordingly, investors are cautioned not to assume that any "measured mineral resources", "indicated mineral resources", or "inferred mineral resources" that the Company reports are or will be economically or legally mineable.

Further, "inferred mineral resources" have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, United States investors are also cautioned not to assume that all or any part of the "inferred mineral resources" exist. In accordance with Canadian rules, estimates of "inferred mineral resources" cannot form the basis of feasibility or other economic studies, except in limited circumstances where permitted under NI 43-101.

For the above reasons, 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.

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.


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2020 No. 7
 

Forward-looking information includes, but is not limited to, production, cost and capital and exploration expenditure guidance and potential revisions to such guidance, anticipated production at the company's mines and processing facilities, expectations regarding the impact of the COVID-19 pandemic on our operations, financial condition and prospects, expectations regarding the timing of mining activities at the Pampacancha deposit, the anticipated timing, cost and benefits of developing the Rosemont project and the outcome of litigation challenging Rosemont's permits, expectations regarding the Lalor gold strategy, including the refurbishment of the New Britannia mill, and the possibility of optimizing the value of the gold resources in Manitoba, the future potential of the 1901 deposit, including the possibility of identifying additional gold resources, the possibility of converting inferred mineral resource estimates to higher confidence categories, the potential and the company's anticipated plans for advancing its mining properties surrounding Constancia and the Mason project, anticipated mine plans, anticipated metals prices and the anticipated sensitivity of the company's financial performance to metals prices, events that may affect the 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.

The material factors or assumptions that Hudbay identified and were applied by the company in drawing conclusions or making forecasts or projections set out in the forward-looking information include, but are not limited to:

 the duration of the state of emergency in Peru and the company's ability to resume operations at Constancia;

 no significant interruptions to the company's operations in Manitoba or significant delays to its development projects in Manitoba and Peru due to the COVID-19 pandemic;

 the availability of spending reductions and liquidity options;

 the timing of development and production activities on the Pampacancha deposit;

 the timing of the Consulta Previa and permitting process for mining the Pampacancha deposit;

 the timing for reaching additional agreements with individual community members and no significant unanticipated delays to the development of Pampacancha;

 the successful completion of the New Britannia project on budget and on schedule;

 the successful outcome of the Rosemont litigation;

 the success of mining, processing, exploration and development activities;

 the scheduled maintenance and availability of the company'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 the company's business and growth strategies, including the success of its 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 the company's ability to develop its projects;

 the timing and receipt of various regulatory and governmental approvals;

 the availability of personnel for the exploration, development and operational projects and ongoing employee relations;


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 maintaining good relations with the labour unions that represent certain of the company's employees in Manitoba and Peru;

 maintaining good relations with the communities in which the company operates, including the neighbouring Indigenous communities;

 no significant unanticipated challenges with stakeholders at the company's various projects;

 no significant unanticipated events or changes relating to regulatory, environmental, health and safety matters;

 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 the company'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 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 the COVID-19 pandemic and its effect on our operations, projects, financial condition and prospects, the political situation 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), uncertainties related to the development and operation of the company's projects (including risks associated with the litigation affecting the Rosemont project), risks related to the U.S. district court's recent decisions to set aside the U.S. Forest Service's FROD and the Biological Opinion for Rosemont and related appeals and other legal challenges, risks related to the new Lalor mine plan, including the schedule and cost for the refurbishment of the New Britannia mill and the ability to convert inferred mineral resource estimates to higher confidence categories, risks related to the schedule for mining the Pampacancha deposit (including risks associated with COVID-19, the Consulta Previa process, risks associated with reaching additional agreements with individual community members and risks associated with the rainy season in Peru, and the impact of any schedule delays), dependence on key personnel and employee and union relations, risks related to political or social 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, 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 the company's reserves, volatile financial markets that may affect the company's 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 heading "Risk Factors" in the company'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. The company 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.


  TMX, NYSE – HBM
2020 No. 7
 

About Hudbay

Hudbay (TSX, NYSE: HBM) is a diversified mining company primarily producing copper concentrate (containing copper, gold and silver) and zinc metal. 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 vision is to be a responsible, top-tier operator of long-life, low-cost mines in the Americas. 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 investor and media inquiries, please contact:

Candace Brûlé

Director, Investor Relations

(416) 814-4387

candace.brule@hudbay.com


  TMX, NYSE – HBM
2020 No. 7
 

Figure 1: Snow Lake Location Map

Location of Snow Lake regional deposits, existing mines, processing mills and transportation infrastructure.

Figure 2: Lalor Potential Mine Life Extension

3D view of Lens 17 proposed development and potential Lalor mine life extension.


  TMX, NYSE – HBM
2020 No. 7
 

Figure 3: Drilling North of the Constancia Pit

3D view of drilling north of the current Constancia reserve and resource pit shells. The black lines represent drill holes without significant mineralized intersections.

Figure 4: Constancia Regional Targets

Map of the exploration targets located within trucking distance to the Constancia mine and processing facilities.


  TMX, NYSE – HBM
2020 No. 7
 

 

________________________________________
[i]
Life-of-mine gold metal contained in concentrate and doré starting in year 2020.
[ii] Based on S&P Global's 2020 all-in sustaining cost curve.
[iii] Average annual gold production of 152,768 ounces from 2022 to 2029 in the new mine plan compared to average annual gold production of 140,800 ounces from 2022 to 2026 in the previous mine plan.
[iv] Sustaining cash cost per ounce of gold produced, net of by-product credits, is a non-IFRS financial performance measure with no standardized definition under IFRS. Sustaining cash cost includes all operating (mining, milling and G&A) and sustaining capital costs associated with Lalor and Snow Lake gold production and is reported net of by-product credits. By-product credits are based on the following assumptions: zinc price (including premium) of $1.18 per pound in 2020, $1.08 per pound in 2021 and 2022, and $1.17 per pound long-term; copper price of $2.65 per pound in 2020, $3.00 per pound in 2021, and $3.10 per pound in 2022 and long-term; silver price of $16.00 per ounce in 2020, $16.50 per ounce in 2021 and 2022, and $17.00 per ounce long-term; C$/US$ exchange rate of 1.30 in 2020 and long-term.


Hudbay Minerals Inc.: Exhibit 99.2 - Filed by newsfilecorp.com
 

AMENDING AGREEMENT NO. 4

MEMORANDUM OF AGREEMENT made as of February 12, 2020.

AMONG:

HUDBAY MINERALS INC.,

as Borrower,

- and -

CERTAIN OF ITS SUBSIDIARIES,

as Guarantors, Material Subsidiaries, Restricted Subsidiaries and/or Obligors,

- and -

THE BANK OF NOVA SCOTIA,

as Administrative Agent,

- and -

THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT.

WHEREAS the Borrower, certain of its Subsidiaries, the Agent and certain financial institutions as lenders entered into a fourth amended and restated credit agreement dated as of July 14, 2017 as amended as of May 15, 2018, June 15, 2018 and January 24, 2019 (as further amended, modified, supplemented or replaced to the date hereof, the "Credit Agreement");

AND WHEREAS the parties hereto wish to further amend the Credit Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises, the covenants herein contained and for other valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties hereto agree as follows:

1. Interpretation

(a) All words and expressions defined in the Credit Agreement and not otherwise defined in this Agreement have the meaning specified in the Credit Agreement, as amended by this Agreement (notwithstanding the application of Section 2).

(b) Sections 1.2, 1.3, 1.4 and 13.2 of the Credit Agreement are incorporated herein by reference.

(c) Unless expressly stated otherwise, all references herein to sections of an agreement other than this Agreement shall be to sections of the Credit Agreement.

(d) Section headings are for convenience only.


- 2 -

2. Effectiveness of Amendments

The amendments set forth in Section 3 herein shall be effective on and as of the date the conditions set forth in Section 5 have been satisfied.

3. Amendments to the Credit Agreement

(a) Section 1.1 of the Credit Agreement is amended by adding the following definitions in their proper alphabetical order:

""Benchmark Replacement" means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected by the Agent giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the LIBO Rate for U.S. dollar-denominated syndicated credit facilities and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.

"Benchmark Replacement Adjustment" means, with respect to any replacement of the LIBO Rate with an Unadjusted Benchmark Replacement for each applicable LIBOR Period, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Agent giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the LIBO Rate with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the LIBO Rate with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time.

"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of "LIBOR Period," timing and frequency of determining rates and making payments of interest and other administrative matters) that the Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement).


- 3 -

"Benchmark Replacement Date" means the earlier to occur of the following events with respect to the LIBO Rate:

(a) in the case of clause (a) or (b) of the definition of "Benchmark Transition Event," the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of the LIBO Rate permanently or indefinitely ceases to provide the LIBO Rate; or

(b) in the case of clause (c) of the definition of "Benchmark Transition Event," the date of the public statement or publication of information referenced therein.

"Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the LIBO Rate:

(a) a public statement or publication of information by or on behalf of the administrator of the LIBO Rate announcing that such administrator has ceased or will cease to provide the LIBO Rate, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBO Rate;

(b) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBO Rate, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the LIBO Rate, a resolution authority with jurisdiction over the administrator for the LIBO Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the LIBO Rate, which states that the administrator of the LIBO Rate has ceased or will cease to provide the LIBO Rate permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBO Rate; or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBO Rate announcing that the LIBO Rate is no longer representative.

"Benchmark Transition Start Date" means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Agent or the Majority Lenders, as applicable, by notice to the Borrower, the Agent (in the case of such notice by the Majority Lenders) and the Lenders.


- 4 -

"Benchmark Unavailability Period" means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the LIBO Rate and solely to the extent that the LIBO Rate has not been replaced with a Benchmark Replacement, the period (a) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the LIBO Rate for all purposes hereunder in accordance with the Section 2.11 and (b) ending at the time that a Benchmark Replacement has replaced the LIBO Rate for all purposes hereunder pursuant to Section 2.11."

"Early Opt-in Election" means the occurrence of:

(a) a determination by (i) the Agent or (ii) the Majority Lenders to the Agent (with a copy to the Borrower) that the Majority Lenders have determined that U.S. dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) as a benchmark interest rate, in lieu of the LIBO Rate, a new benchmark interest rate to replace the LIBO Rate, and

(b) the election by the Agent or the Majority Lenders to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Agent of written notice of such election to the Borrower and the Lenders or by the Majority Lenders of written notice of such election to the Agent (with copy to the Borrower).

"Federal Reserve Bank of New York's Website" means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

"Relevant Governmental Body" means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.


- 5 -

"SOFR" with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York's Website.

"Term SOFR" means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

"Unadjusted Benchmark Replacement" means the Benchmark Replacement excluding the Benchmark Replacement Adjustment."

(b) Section 2.6(a) of the Credit agreement is amended by deleting the pricing grid in such Section and replacing it with the following:

Total Net Debt to EBITDA Ratio

L/C Fee
(Financial L/C)

L/C Fee (Performance L/C)

Prime Rate and Base Rate Advances

LIBOR/BA
and Other
Advances

Standby Fee

less than 1.0:1.0

2.25%

1.50%

1.25%

2.25%

0.5063%

≥ 1.0:1.0 but less than 1.5:1.0

2.50%

1.67%

1.50%

2.50%

0.5625%

≥ 1.5:1.0 but less than 2.0:1.0

2.75%

1.83%

1.75%

2.75%

0.6188%

≥ 2.0:1.0 but less than 2.5:1.0

3.00%

2.00%

2.00%

3.00%

0.6750%

≥ 2.5:1.0 but less than 3.0:1.0

3.25%

2.17%

2.25%

3.25%

0.7313%

≥ 3.0:1.0 but less than 3.5:1.0

3.50%

2.33%

2.50%

3.50%

0.7875%

≥ 3.5:1.0

3.875%

2.58%

2.875%

3.875%

0.8719%

(c) Article 2 of the Credit Agreement is amended by adding a new Section 2.11 at the end of such Article as follows:

"2.11 Effect of Benchmark Transition Event

(a) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Agent and the Borrower may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement. Any such amendment will become effective at 5:00 p.m. on the fifth (5th) Banking Day after the Agent has posted such proposed amendment to all Lenders and the Borrower, so long as the Agent has not received, by such time, written notice of objection to such amendment from the Lenders comprising the Majority Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Majority Lenders have delivered to the Agent written notice that such Majority Lenders accept such amendment. No replacement of the LIBO Rate with a Benchmark Replacement pursuant to this Section 2.11 will occur prior to the applicable Benchmark Transition Start Date.


- 6 -

(b) In connection with the implementation of a Benchmark Replacement, the Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

(c) The Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or Lenders pursuant to this Section 2.11, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.11."

(d) Section 8.1(c) of the Credit Agreement is deleted in its entirety and replaced with the following:

"(c) The Borrower shall maintain at all times an Interest Coverage Ratio greater than (i) 3.00:1, from the Effective Date until the fiscal quarter of the Borrower ending March 31, 2020; (ii) 2.75:1, from April 1, 2020 until the fiscal quarter of the Borrower ending December 31, 2020; and (iii) 3.00:1, from January 1, 2021 and thereafter."

(e) Section 8.1(d) of the Credit Agreement is deleted in its entirety and replaced with the following:

"(d) The Borrower shall maintain at all times:

(i) a Total Debt to EBITDA Ratio less than (A) 4.00:1, from the Effective Date until the fiscal quarter of the Borrower ending December 31, 2018; and (B) 4.50:1, from January 1, 2019 until the fiscal quarter of the Borrower ending December 31, 2019; and


- 7 -

(ii) a Total Net Debt to EBITDA Ratio less than (A) 4.50:1, from January 1, 2020 until the fiscal quarter of the Borrower ending March 31, 2021; (B) 4.00:1, from April 1, 2021 until the fiscal quarter of the Borrower ending December 31, 2021; and (C) 3.50:1, from January 1, 2022 and thereafter."

(f) Each of Schedule C, Schedule 7.1(m) and Schedule 7.1(n) of the Credit Agreement is amended by deleting it in its entirety and replacing it with Schedule C, Schedule 7.1(m) and Schedule 7.1(n), respectively, attached hereto.

(g) All cross-references in the Credit Agreement which have erroneous reference "(a)" prior to the reference to applicable subsection reference are amended to delete the erroneous reference to "(a)".

4. Representations & Warranties

Each Obligor represents and warrants to the Agent and the Lenders, acknowledging and confirming that the Agent and the Lenders are relying thereon without independent inquiry, that:

(a) the representations and warranties set forth in the Loan Documents and given by it are true and correct in all material respects on and as of the date hereof (except to the extent such representations and warranties relate to a specific date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such date); and

(b) no Default or Event of Default has occurred and is continuing nor shall any Default or Event of Default result from the execution, delivery or performance of this Agreement.

5. Conditions Precedent

Section 3 of this Agreement shall not be effective until satisfaction or waiver of the following conditions, each to the satisfaction of the Lenders:

(a) this Agreement shall be executed and delivered by the parties hereto;

(b) the representations and warranties set forth in Section 4 of this Agreement shall be true and correct;

(c) no Default or Event of Default shall have occurred and be continuing;

(d) the Borrower shall, concurrently with the execution of this Agreement, pay a non-refundable amendment fee to the Agent, for the account of the Lenders, in an amount equal to [REDACTED - COMMERCIALLY SENSITIVE INFORMATION]; and


- 8 -

(e) the Agent shall have received such other documents as the Lenders may reasonably require.

6. Confirmation of Security, etc.

Each Obligor hereby confirms that each of the Security Documents which it has delivered to the Agent and the Lenders:

(a) remains in full force and effect as general and continuing collateral security over all of the assets, property and undertaking of such Obligor, whether now or in the future owned or acquired, and the security interests, mortgages, charges, liens, assignments, transfers and pledges granted in favour of the Agent and the Lenders pursuant to the Security Documents continue to secure all of the debts, liabilities and obligations of such Obligor to the Agent and the Lenders now or hereafter arising, to the extent provided therein; and

(b) is enforceable against it by the Agent in accordance with its terms.

7. Miscellaneous

(a) The parties hereto agree that this Agreement shall be a Loan Document.

(b) With the exception of the foregoing amendments, the Credit Agreement shall continue in full force and effect, unamended.

(c) This Agreement and the Credit Agreement shall enure to the benefit of and be binding upon the parties, their successors and any permitted assigns.

(d) This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

(e) This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

(f) The Obligors shall promptly cure any default in its execution and delivery of this Agreement. The Obligors, at the expense of the Borrower, will promptly execute and deliver, or cause to be executed and delivered, to the Agent, upon reasonable request, all such other and further documents, agreements, certificates and instruments in compliance with, or accomplishment of the covenants and agreements of the Obligors hereunder or more fully to state the obligations of the Obligors as set out herein or in the Credit Agreement or to make any recording, file any notice or obtain any consents, all as may be necessary or appropriate in connection therewith.

(g) Time is of the essence of this Agreement.


S - 1

IN WITNESS WHEREOF the parties hereto have executed this Agreement.

 

 

HUDBAY MINERALS INC.

by

 "Patrick Donnelly"

 

Name: Patrick Donnelly

 

Title: Vice President and General  Counsel

 

 

 

 

by

 "Peter Adamek"

 

Name: Patrick Donnelly

 

Title: Vice President Finance


 

 

HUDBAY MARKETING & SALES INC.

by

 "Patrick Donnelly"

 

Name: Patrick Donnelly

 

Title: Vice President and General  Counsel


 

 

HUDBAY PERU INC.

by

 "Patrick Donnelly"

 

Name: Patrick Donnelly

 

Title: Secretary


 

 

HUDBAY PERU S.A.C.

by

 "Francisco Javier del Rio del  Aguila"

 

Name: Francisco Javier del Rio del  Aguila

 

Title: General Manager


 

 

HUDBAY (BVI) INC.

by

 "Patrick Donnelly"

 

Name: Patrick Donnelly

 

Title: Director



S-2


 

 

6502873 CANADA INC.

by

 "Patrick Donnelly"

 

Name: Patrick Donnelly

 

Title: Vice President and General  Counsel


 

 

HUDBAY ARIZONA INC.

by

 "Patrick Donnelly"

 

Name: Patrick Donnelly

 

Title: Vice President and General  Counsel


 

 

HUDBAY ARIZONA (BARBADOS) SRL

by

 "Patrick Donnelly"

 

Name: Patrick Donnelly

 

Title: Vice President and General  Counsel


 

 

HUDBAY ARIZONA (US) CORPORATION

by

 "Matthew Bingham"

 

Name: Matthew Bingham

 

Title: Secretary


 

 

HUDBAY ARIZONA (US) HOLDING CORPORATION

by

 "Matthew Bingham"

 

Name: Matthew Bingham

 

Title: Secretary


 

 

COBRE VERDE DEVELOPMENT CORPORATION

by

 "Matthew Bingham"

 

Name: Matthew Bingham

 

Title: Secretary



S-3


 

 

ROSEMONT COPPER COMPANY

by

 "Matthew Bingham"

 

Name: Matthew Bingham

 

Title: Secretary


 

 

MASON RESOURCES (US) INC.

by

 "Matthew Bingham"

 

Name: Matthew Bingham

 

Title: Secretary



S-4

Administrative Agent

 

 

THE BANK OF NOVA SCOTIA, as Agent

by

 "Clement Yu"

 

Name: Clement Yu

 

Title: Director

 

 

 "Ryan Moonilal"

 

Name: Ryan Moonilal

 

Title: Analyst

The Lenders

 

 

CANADIAN IMPERIAL BANK OF COMMERCE, as Lender

by

 "Peter Rawlins"

 

Name: Peter Rawlins

 

Title: Managing Director

 

 "Kazim Mehdi"

 

Name: Kazim Mehdi

 

Title: Managing Director


 

 

THE BANK OF NOVA SCOTIA, as Lender

by

 "Elizabeth Daponte"

 

Name: Elizabeth Daponte

 

Title: Managing Director

 

 "Monik Vora"

 

Name: Monik Vora

 

Title: Associate Director



S-5


 

 

ING CAPITAL LLC, as Lender

by

 "Remko van de Water"

 

Name: Remko van de Water

 

Title: Managing Director

 

 

 "Brian Gorski"

 

Name: Brian Gorski

 

Title: Vice President


 

 

BANK OF MONTREAL, as Lender

by

 "Bob Deol"

 

Name: Bob Deol

 

Title: Managing Director


 

 

ROYAL BANK OF CANADA, as Lender

by

 "Stam Fountoulakis"

 

Name: Stam Fountoulakis

 

Title: Authorized Signatory


 

 

THE TORONTO-DOMINION BANK, as Lender

by

 "Liza Straker"

 

Name: Liza Straker

 

Title: Managing Director

 

 

 "Ryan Mrozek

 

Name: Ryan Mrozek

 

Title: Vice President



S-6


 

 

NATIONAL BANK OF CANADA, as Lender

by

 "Allan Fordyce"

 

Name: Allan Fordyce

 

Title: Managing Director

 

 

 "David Torrey"

 

Name: David Torrey

 

Title: Managing Director



SCHEDULE C

COMPLIANCE CERTIFICATE

TO: THE LENDERS (as defined in the Credit Agreement referred to below)

AND TO: THE BANK OF NOVA SCOTIA, as Agent

The Bank of Nova Scotia
Global Banking and Markets - Loan Syndications
40 King Street West, 55th Floor
Toronto, Ontario M5H 1H1

Attention:  Alastair Borthwick
 Managing Director
Telephone: 416.866.3547
Email: Agency.services@scotiabank.com


We refer to Section 8.3(a)(iv) of the Fourth Amended and Restated Credit Agreement effective as of July 14, 2017 between Hudbay Minerals Inc. and others as Guarantors, Material Subsidiaries, Restricted Subsidiaries and/or Obligors, The Bank of Nova Scotia as Agent and the Lenders named therein, as amended, supplemented, restated or replaced from time to time (the "Credit Agreement"). All capitalized terms used in this certificate and defined in the Credit Agreement have the meanings defined in the Credit Agreement. This Compliance Certificate relates to the Borrower's fiscal [quarter/year] ended (the "[Quarter/Year] End").

1. The Borrower hereby certifies that:

(a) the representations and warranties made in Section 7.1 of the Credit Agreement and each of the other Loan Documents, other than those expressly stated to be made as of a specific date, were true and correct on the [Quarter/Year] End and are true on and as of the date hereof with the same effect as if such representations and warranties had been made on and as of the [Quarter/Year] End and date hereof;

(b) no Default or Event of Default had occurred and was continuing as of the [Quarter/Year] End; and

(c) no Default or Event of Default has occurred and is continuing on the date hereof [or as the case may be].

2. The Borrower hereby certifies that, as of the [Quarter/Year] End:

(a) the Tangible Net Worth was $ and the minimum required Tangible Net Worth was $;

(b) the Senior Secured Debt to EBITDA Ratio was :;

(c) the Interest Coverage Ratio was :; and


- 2 -

(d) the Total Net Debt to EBITDA Ratio was :.

3. Appendix A attached sets out the calculations referred to in item 2 above.

4. Appendix B attached sets out a complete, detailed and accurate list of all Equity Interests or other securities owned or held by any Hudbay Group Member in any Person who is not a Subsidiary of such Hudbay Group Member as at the as at [Quarterly/Year] End.

5. Except as disclosed pursuant to Sections 8.3(b)(i)(L), 8.3(b)(i)(N), 8.3(b)(i)(P) and 8.3(b)(i)(R) of the Credit Agreement or as disclosed in writing to the Agent in connection with the delivery of this Compliance Certificate no mining claims, real property, interest in mining claims or interest in mining claims or real property (including any Mine Properties, Owned Real Property, Leased Real Property, Mining Leases, Mining Rights and Mining Title) has been acquired by any Hudbay Group Member in Peru since the date of the most recently delivered Compliance Certificate and except as disclosed in writing to the Agent no such mining claim, real property, interest in mining claims or interest in real property (including any Mine Properties, Owned Real Property, Leased Real Property, Mining Leases, Mining Rights and Mining Title) is or could reasonably be expected to be material to: (a) the operation of the Constancia Mine, (b) the operation of Hudbay Peru SAC or (c) the Hudbay Group's business, affairs, property, liabilities or financial condition in Peru.

DATED _________________, 20___.

 

 

HUDBAY MINERALS INC.

By

 

 

Name: 

 

Title: 

 

 

 

Name: 

 

Title: 

       


SCHEDULE 7.1(m)

ORGANIZATIONAL CHART

.


SCHEDULE 7.1(n)

RESTRICTED / UNRESTRICTED SUBSIDIARIES

Restricted Subsidiaries

1. HudBay Metal Marketing Inc.

2. HudBay Marketing & Sales Inc.

3. 6502873 Canada Inc.

4. HudBay Chile SpA

5. HudBay Peru Inc.

6. HudBay Peru S.A.C.

7. HudBay (BVI) Inc.

8. HudBay America Inc.

9. Hudbay Arizona Inc.

10. HudBay Arizona (US) Corporation

11. HudBay Arizona (Barbados) SRL

12. HudBay Arizona (US) Holding Corporation

13. Cobre Verde Development Corporation

14. Rosemont Copper Company

15. JPAR LLC

16. Mason Resources (US) Inc.

17. 11215850 Canada Limited[1]

Unrestricted Subsidiaries

Nil.

_________________________________
1 This entity is a Non-Recourse Subsidiary.

 

Hudbay Minerals Inc.: Exhibit 99.3 - Filed by newsfilecorp.com
 

AMENDING AGREEMENT NO. 4

MEMORANDUM OF AGREEMENT made as of February 12, 2020.

AMONG:

HUDBAY PERU S.A.C.,

as Borrower,

- and -

CERTAIN OF ITS AFFILIATES,

as Guarantors, Material Subsidiaries, Restricted Subsidiaries and/or Obligors,

- and -

THE BANK OF NOVA SCOTIA,

as Administrative Agent,

- and -

THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT.

WHEREAS the Borrower, certain of its Affiliates, the Agent and certain financial institutions as lenders entered into a second amended and restated credit agreement dated as of July 14, 2017 as amended as of May 15, 2018, June 15, 2018 and January 24, 2019 (as further amended, modified, supplemented or replaced to the date hereof, the "Credit Agreement");

AND WHEREAS the parties hereto wish to further amend the Credit Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises, the covenants herein contained and for other valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties hereto agree as follows:

1. Interpretation

(a) All words and expressions defined in the Credit Agreement and not otherwise defined in this Agreement have the meaning specified in the Credit Agreement, as amended by this Agreement (notwithstanding the application of Section 2).

(b) Sections 1.2, 1.3, 1.4 and 13.2 of the Credit Agreement are incorporated herein by reference.

(c) Unless expressly stated otherwise, all references herein to sections of an agreement other than this Agreement shall be to sections of the Credit Agreement.

(d) Section headings are for convenience only.


- 2 -

2. Effectiveness of Amendments

The amendments set forth in Section 3 herein shall be effective on and as of the date the conditions set forth in Section 5 have been satisfied.

3. Amendments to the Credit Agreement

(a) Section 1.1 of the Credit Agreement is amended by adding the following definitions in their proper alphabetical order:

""Benchmark Replacement" means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected by the Agent giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the LIBO Rate for U.S. dollar-denominated syndicated credit facilities and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.

"Benchmark Replacement Adjustment" means, with respect to any replacement of the LIBO Rate with an Unadjusted Benchmark Replacement for each applicable LIBOR Period, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Agent giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the LIBO Rate with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the LIBO Rate with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time.

"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of "LIBOR Period," timing and frequency of determining rates and making payments of interest and other administrative matters) that the Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement).


- 3 -

"Benchmark Replacement Date" means the earlier to occur of the following events with respect to the LIBO Rate:

(a) in the case of clause (a) or (b) of the definition of "Benchmark Transition Event," the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of the LIBO Rate permanently or indefinitely ceases to provide the LIBO Rate; or

(b) in the case of clause (c) of the definition of "Benchmark Transition Event," the date of the public statement or publication of information referenced therein.

"Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the LIBO Rate:

(a) a public statement or publication of information by or on behalf of the administrator of the LIBO Rate announcing that such administrator has ceased or will cease to provide the LIBO Rate, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBO Rate;

(b) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBO Rate, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the LIBO Rate, a resolution authority with jurisdiction over the administrator for the LIBO Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the LIBO Rate, which states that the administrator of the LIBO Rate has ceased or will cease to provide the LIBO Rate permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBO Rate; or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBO Rate announcing that the LIBO Rate is no longer representative.

"Benchmark Transition Start Date" means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Agent or the Majority Lenders, as applicable, by notice to the Borrower, the Agent (in the case of such notice by the Majority Lenders) and the Lenders.


- 4 -

"Benchmark Unavailability Period" means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the LIBO Rate and solely to the extent that the LIBO Rate has not been replaced with a Benchmark Replacement, the period (a) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the LIBO Rate for all purposes hereunder in accordance with the Section 2.10 and (b) ending at the time that a Benchmark Replacement has replaced the LIBO Rate for all purposes hereunder pursuant to Section 2.10."

"Early Opt-in Election" means the occurrence of:

(a) a determination by (i) the Agent or (ii) the Majority Lenders to the Agent (with a copy to the Borrower) that the Majority Lenders have determined that U.S. dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) as a benchmark interest rate, in lieu of the LIBO Rate, a new benchmark interest rate to replace the LIBO Rate, and

(b) the election by the Agent or the Majority Lenders to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Agent of written notice of such election to the Borrower and the Lenders or by the Majority Lenders of written notice of such election to the Agent (with copy to the Borrower).

"Federal Reserve Bank of New York's Website" means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

"Relevant Governmental Body" means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.


- 5 -

"SOFR" with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York's Website.

"Term SOFR" means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

"Unadjusted Benchmark Replacement" means the Benchmark Replacement excluding the Benchmark Replacement Adjustment."

(b) Section 2.6(a) of the Credit agreement is amended by deleting the pricing grid in such Section and replacing it with the following:

Total Net Debt to EBITDA Ratio

L/C Fee
(Financial L/C)

L/C Fee (Performance L/C)

Base Rate Advances

LIBOR
and Other
Advances

Standby Fee

less than 1.0:1.0

2.25%

1.50%

1.25%

2.25%

0.5063%

≥ 1.0:1.0 but less than 1.5:1.0

2.50%

1.67%

1.50%

2.50%

0.5625%

≥ 1.5:1.0 but less than 2.0:1.0

2.75%

1.83%

1.75%

2.75%

0.6188%

≥ 2.0:1.0 but less than 2.5:1.0

3.00%

2.00%

2.00%

3.00%

0.6750%

≥ 2.5:1.0 but less than 3.0:1.0

3.25%

2.17%

2.25%

3.25%

0.7313%

≥ 3.0:1.0 but less than 3.5:1.0

3.50%

2.33%

2.50%

3.50%

0.7875%

≥ 3.5:1.0

3.875%

2.58%

2.875%

3.875%

0.8719%

(c) Article 2 of the Credit Agreement is amended by adding a new Section 2.10 at the end of such Article as follows:

"2.10 Effect of Benchmark Transition Event

(a) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Agent and the Borrower may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement. Any such amendment will become effective at 5:00 p.m. on the fifth (5th) Banking Day after the Agent has posted such proposed amendment to all Lenders and the Borrower, so long as the Agent has not received, by such time, written notice of objection to such amendment from the Lenders comprising the Majority Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Majority Lenders have delivered to the Agent written notice that such Majority Lenders accept such amendment. No replacement of the LIBO Rate with a Benchmark Replacement pursuant to this Section 2.10 will occur prior to the applicable Benchmark Transition Start Date.


- 6 -

(b) In connection with the implementation of a Benchmark Replacement, the Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

(c) The Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or Lenders pursuant to this Section 2.10, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.10."

(d) Section 8.1(c) of the Credit Agreement is deleted in its entirety and replaced with the following:

"(c) Hudbay shall maintain at all times an Interest Coverage Ratio greater than (i) 3.00:1, from the Effective Date until the fiscal quarter of the Borrower ending March 31, 2020; (ii) 2.75:1, from April 1, 2020 until the fiscal quarter of the Borrower ending December 31, 2020; and (iii) 3.00:1, from January 1, 2021 and thereafter."

(e) Section 8.1(d) of the Credit Agreement is deleted in its entirety and replaced with the following:

"(d) Hudbay shall maintain at all times:

(i) a Total Debt to EBITDA Ratio less than (A) 4.00:1, from the Effective Date until the fiscal quarter of the Borrower ending December 31, 2018; and (B) 4.50:1, from January 1, 2019 until the fiscal quarter of the Borrower ending December 31, 2019; and


- 7 -

(ii) a Total Net Debt to EBITDA Ratio less than (A) 4.50:1, from January 1, 2020 until the fiscal quarter of the Borrower ending March 31, 2021; (B) 4.00:1, from April 1, 2021 until the fiscal quarter of the Borrower ending December 31, 2021; and (C) 3.50:1, from January 1, 2022 and thereafter."

(f) Each of Schedule C, Schedule 7.1(m) and Schedule 7.1(n) of the Credit Agreement is amended by deleting it in its entirety and replacing it with Schedule C, Schedule 7.1(m) and Schedule 7.1(n), respectively, attached hereto.

(g) All cross-references in the Credit Agreement which have erroneous reference "(a)" prior to the reference to applicable subsection reference are amended to delete the erroneous reference to "(a)".

4. Representations & Warranties

Each Obligor represents and warrants to the Agent and the Lenders, acknowledging and confirming that the Agent and the Lenders are relying thereon without independent inquiry, that:

(a) the representations and warranties set forth in the Loan Documents and given by it are true and correct in all material respects on and as of the date hereof (except to the extent such representations and warranties relate to a specific date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such date); and

(b) no Default or Event of Default has occurred and is continuing nor shall any Default or Event of Default result from the execution, delivery or performance of this Agreement.

5. Conditions Precedent

Section 3 of this Agreement shall not be effective until satisfaction or waiver of the following conditions, each to the satisfaction of the Lenders:

(a) this Agreement shall be executed and delivered by the parties hereto;

(b) the representations and warranties set forth in Section 4 of this Agreement shall be true and correct;

(c) no Default or Event of Default shall have occurred and be continuing;

(d) the Borrower shall, concurrently with the execution of this Agreement, pay a non-refundable amendment fee to the Agent, for the account of the Lenders, in an amount equal to [REDACTED - COMMERCIALLY SENSITIVE INFORMATION]; and


- 8 -

(e) the Agent shall have received such other documents as the Lenders may reasonably require.

6. Confirmation of Security, etc.

Each Obligor hereby confirms that each of the Security Documents which it has delivered to the Agent and the Lenders:

(a) remains in full force and effect as general and continuing collateral security over all of the assets, property and undertaking of such Obligor, whether now or in the future owned or acquired, and the security interests, mortgages, charges, liens, assignments, transfers and pledges granted in favour of the Agent and the Lenders pursuant to the Security Documents continue to secure all of the debts, liabilities and obligations of such Obligor to the Agent and the Lenders now or hereafter arising, to the extent provided therein; and

(b) is enforceable against it by the Agent in accordance with its terms.

7. Miscellaneous

(a) The parties hereto agree that this Agreement shall be a Loan Document.

(b) With the exception of the foregoing amendments, the Credit Agreement shall continue in full force and effect, unamended.

(c) This Agreement and the Credit Agreement shall enure to the benefit of and be binding upon the parties, their successors and any permitted assigns.

(d) This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

(e) This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

(f) The Obligors shall promptly cure any default in its execution and delivery of this Agreement. The Obligors, at the expense of the Borrower, will promptly execute and deliver, or cause to be executed and delivered, to the Agent, upon reasonable request, all such other and further documents, agreements, certificates and instruments in compliance with, or accomplishment of the covenants and agreements of the Obligors hereunder or more fully to state the obligations of the Obligors as set out herein or in the Credit Agreement or to make any recording, file any notice or obtain any consents, all as may be necessary or appropriate in connection therewith.

(g) Time is of the essence of this Agreement.


S-1

IN WITNESS WHEREOF the parties hereto have executed this Agreement.

 

 

HUDBAY PERU S.A.C.

by

 "Francisco Javier del Rio del  Aguila"

 

Name: Francisco Javier del Rio del  Aguila

 

Title: General Manager

 

 

 

 

by

 "Greg Dryden"

 

Name: Greg Dryden

 

Title: Chief Financial Officer


 

 

HUDBAY MINERALS INC.

by

 "Patrick Donnelly"

 

Name: Patrick Donnelly

 

Title: Vice President and General  Counsel


 

 

HUDBAY MARKETING & SALES INC.

by

 "Patrick Donnelly"

 

Name: Patrick Donnelly

 

Title: Vice President and General  Counsel


 

 

HUDBAY PERU INC.

by

 "Patrick Donnelly"

 

Name: Patrick Donnelly

 

Title: Secretary


 

 

HUDBAY (BVI) INC.

by

 "Patrick Donnelly"

 

Name: Patrick Donnelly

 

Title: Director



S-2


 

 

6502873 CANADA INC.

by

 "Patrick Donnelly"

 

Name: Patrick Donnelly

 

Title: Vice President and General  Counsel


 

 

HUDBAY ARIZONA INC.

by

 "Patrick Donnelly"

 

Name: Patrick Donnelly

 

Title: Vice President and General  Counsel


 

 

HUDBAY ARIZONA (BARBADOS) SRL

by

 "Patrick Donnelly"

 

Name: Patrick Donnelly

 

Title: Vice President and General  Counsel


 

 

HUDBAY ARIZONA (US) CORPORATION

by

 "Matthew Bingham"

 

Name: Matthew Bingham

 

Title: Secretary


 

 

HUDBAY ARIZONA (US) HOLDING CORPORATION

by

 "Matthew Bingham"

 

Name: Matthew Bingham

 

Title: Secretary


 

 

COBRE VERDE DEVELOPMENT CORPORATION

by

 "Matthew Bingham"

 

Name: Matthew Bingham

 

Title: Secretary



S-3


 

 

ROSEMONT COPPER COMPANY

by

 "Matthew Bingham"

 

Name: Matthew Bingham

 

Title: Secretary


 

 

MASON RESOURCES (US) INC.

by

 "Matthew Bingham"

 

Name: Matthew Bingham

 

Title: Secretary



S-4

Administrative Agent

 

 

THE BANK OF NOVA SCOTIA, as Agent

by

 "Clement Yu"

 

Name: Clement Yu

 

Title: Director

 

 

 "Ryan Moonilal"

 

Name: Ryan Moonilal

 

Title: Analyst

The Lenders

 

 

CANADIAN IMPERIAL BANK OF COMMERCE, as Lender

by

 "Peter Rawlins"

 

Name: Peter Rawlins

 

Title: Managing Director

 

 "Kazim Mehdi"

 

Name: Kazim Mehdi

 

Title: Managing Director


 

 

THE BANK OF NOVA SCOTIA, as Lender

by

 "Elizabeth Daponte"

 

Name: Elizabeth Daponte

 

Title: Managing Director

 

 "Monik Vora"

 

Name: Monik Vora

 

Title: Associate Director



S-5


 

 

ING CAPITAL LLC, as Lender

by

 "Remko van de Water"

 

Name: Remko van de Water

 

Title: Managing Director

 

 

 "Brian Gorski"

 

Name: Brian Gorski

 

Title: Vice President


 

 

BANK OF MONTREAL, as Lender

by

 "Bob Deol"

 

Name: Bob Deol

 

Title: Managing Director


 

 

ROYAL BANK OF CANADA, as Lender

by

 "Stam Fountoulakis"

 

Name: Stam Fountoulakis

 

Title: Authorized Signatory


 

 

THE TORONTO-DOMINION BANK, as Lender

by

 "Liza Straker"

 

Name: Liza Straker

 

Title: Managing Director

 

 

 "Ryan Mrozek

 

Name: Ryan Mrozek

 

Title: Vice President



S-6


 

 

NATIONAL BANK OF CANADA, as Lender

by

 "Allan Fordyce"

 

Name: Allan Fordyce

 

Title: Managing Director

 

 

 "David Torrey"

 

Name: David Torrey

 

Title: Managing Director


 

 

SCOTIABANK PERU S.A.A., as Lender

by

 "Miguel Madueno Buse"

 

Name: Stam Fountoulakis

 

Title: Vicepresidente
 Banca Corporativa

 

 

 "Giorgio Lanata Velez"

 

Name: Giorgio Lanata Velez

 

Title: Gerente de Relacion 
 Banca Corporativa



SCHEDULE C

COMPLIANCE CERTIFICATE

TO: THE LENDERS (as defined in the Credit Agreement referred to below)

AND TO: THE BANK OF NOVA SCOTIA, as Agent

The Bank of Nova Scotia
Global Banking and Markets - Loan Syndications
40 King Street West, 55th Floor
Toronto, Ontario M5H 1H1

Attention:  Alastair Borthwick
 Managing Director
Telephone: 416.866.3547
Email: Agency.services@scotiabank.com


We refer to Section 8.3(a)(iv) of the Second Amended and Restated Credit Agreement effective as of July 14, 2017 between Hudbay Peru S.A.C. and others as Guarantors, Material Subsidiaries, Restricted Subsidiaries and/or Obligors, The Bank of Nova Scotia as Agent and the Lenders named therein, as amended, supplemented, restated or replaced from time to time (the "Credit Agreement"). All capitalized terms used in this certificate and defined in the Credit Agreement have the meanings defined in the Credit Agreement. This Compliance Certificate relates to the Borrower's fiscal [quarter/year] ended (the "[Quarter/Year] End").

1. The Borrower hereby certifies that:

(a) the representations and warranties made in Section 7.1 of the Credit Agreement and each of the other Loan Documents, other than those expressly stated to be made as of a specific date, were true and correct on the [Quarter/Year] End and are true on and as of the date hereof with the same effect as if such representations and warranties had been made on and as of the [Quarter/Year] End and date hereof;

(b) no Default or Event of Default had occurred and was continuing as of the [Quarter/Year] End; and

(c) no Default or Event of Default has occurred and is continuing on the date hereof [or as the case may be].

2. The Borrower hereby certifies that, as of the [Quarter/Year] End:

(a) the Tangible Net Worth was $ and the minimum required Tangible Net Worth was $;

(b) the Senior Secured Debt to EBITDA Ratio was :;

(c) the Interest Coverage Ratio was :; and


- 2 -

(d) the Total Net Debt to EBITDA Ratio was :.

3. Appendix A attached sets out the calculations referred to in item 2 above.

4. Appendix B attached sets out a complete, detailed and accurate list of all Equity Interests or other securities owned or held by any Hudbay Group Member in any Person who is not a Subsidiary of such Hudbay Group Member as at the as at [Quarterly/Year] End.

5. Except as disclosed pursuant to Sections 8.3(b)(i)(L), 8.3(b)(i)(N), 8.3(b)(i)(P) and 8.3(b)(i)(R) of the Credit Agreement or as disclosed in writing to the Agent in connection with the delivery of this Compliance Certificate no mining claims, real property, interest in mining claims or interest in mining claims or real property (including any Mine Properties, Owned Real Property, Leased Real Property, Mining Leases, Mining Rights and Mining Title) has been acquired by any Hudbay Group Member in Peru since the date of the most recently delivered Compliance Certificate and except as disclosed in writing to the Agent no such mining claim, real property, interest in mining claims or interest in real property (including any Mine Properties, Owned Real Property, Leased Real Property, Mining Leases, Mining Rights and Mining Title) is or could reasonably be expected to be material to: (a) the operation of the Constancia Mine, (b) the operation of the Borrower or (c) the Hudbay Group's business, affairs, property, liabilities or financial condition in Peru.

DATED _________________, 20___.

 

 

HUDBAY PERU S.A.C.

By

 

 

Name: 

 

Title: 

 

 

 

Name: 

 

Title: 

       


SCHEDULE 7.1(m)

ORGANIZATIONAL CHART

.


SCHEDULE 7.1(n)

RESTRICTED / UNRESTRICTED SUBSIDIARIES

Restricted Subsidiaries

1. HudBay Metal Marketing Inc.

2. HudBay Marketing & Sales Inc.

3. 6502873 Canada Inc.

4. HudBay Chile SpA

5. HudBay Peru Inc.

6. HudBay Peru S.A.C.

7. HudBay (BVI) Inc.

8. HudBay America Inc.

9. Hudbay Arizona Inc.

10. HudBay Arizona (US) Corporation

11. HudBay Arizona (Barbados) SRL

12. HudBay Arizona (US) Holding Corporation

13. Cobre Verde Development Corporation

14. Rosemont Copper Company

15. JPAR LLC

16. Mason Resources (US) Inc.

17. 11215850 Canada Limited[1]

Unrestricted Subsidiaries

Nil.

_____________________________
1 This entity is a Non-Recourse Subsidiary.


Hudbay Minerals Inc.: Exhibit 99.4 - Filed by newsfilecorp.com
 

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, 2019.

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).


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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, 2019 and ended on December 31, 2019 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 30, 2020

(signed) "Peter Kukielski"                                

Name: Peter Kukielski

Title: President and Chief Executive Officer

 

Hudbay Minerals Inc.: Exhibit 99.5 - Filed by newsfilecorp.com
 

FORM 52-109F1

CERTIFICATION OF ANNUAL FILINGS

FULL CERTIFICATE

I, David S. Bryson, 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, 2019.

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).


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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, 2019 and ended on December 31, 2019 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 30, 2020

(signed) "David S. Bryson"                

Name: David S. Bryson

Title: Senior Vice President and

Chief Financial Officer