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 April 2023

Commission File Number: 001-34244

HUDBAY MINERALS INC.
(Translation of registrant’s name into English)

25 York Street, Suite 800
Toronto, Ontario
M5J 2V5, Canada
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [   ]                    Form 40-F [X]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [   ]

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [   ]                     No [X]

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _____________________________


EXPLANATORY NOTE

On April 13, 2023, 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, and (2) Other - Presentation.

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

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  HUDBAY MINERALS INC.
  (registrant)
     
  By: /s/ Patrick Donnelly
  Name: Patrick Donnelly
  Title: Senior Vice President, Legal and Organizational Effectiveness

Date: April 13, 2023

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EXHIBIT INDEX

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

Exhibit   Description
   
99.1   News Release dated April 13, 2023
99.2   Other - Presentation

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

Hudbay and Copper Mountain Combine to Create a Premier Americas-Focused Copper Producer

Toronto, Ontario, April 13, 2023 - Hudbay Minerals Inc. ("Hudbay") (TSX, NYSE: HBM) and Copper Mountain Mining Corporation ("Copper Mountain") (TSX: CMMC, ASX: C6C) are pleased to announce that they have entered into a definitive agreement (the "Arrangement Agreement") pursuant to which Hudbay will acquire all of the issued and outstanding common shares of Copper Mountain, pursuant to a court approved plan of arrangement (the "Transaction").

The Transaction will create a premier Americas-focused copper mining company that is well-positioned to deliver sustainable cash flows from an operating portfolio of three long-life mines, as well as compelling organic growth from a world-class pipeline of copper expansion and development projects. All assets in the combined portfolio are located in tier-one mining-friendly jurisdictions of Canada, Peru and the United States. The combined company represents the third largest copper producer in Canada based on 2023 estimated copper productionii.

Peter Kukielski, Hudbay's President and Chief Executive Officer, commented, "This transaction represents a unique opportunity to combine complementary assets and leverage our technical expertise to create value for the shareholders of both Hudbay and Copper Mountain. We estimate that this combination could unlock US$30 million per year in operating efficiencies and corporate synergies, and it is accretive to Hudbay's key per share metrics. With an expanded copper production profile, a low-cost position on the copper curve and an enviable copper growth pipeline, the combined company is expected to generate robust cash flows through the cycle and achieve attractive returns by efficiently allocating capital to the highest risk-adjusted return opportunities in the combined project portfolio. Most importantly, the combined company will be underpinned by our shared commitment to the highest safety and ESG standards."

Edward Dowling, Copper Mountain's Chair of the Board of Directors, stated, "The strategic rationale of the transaction is compelling on many levels, and the combined company is well-positioned to create sustainable value for all stakeholders. This transaction provides Copper Mountain shareholders with an attractive premium and the opportunity to participate in a more diversified portfolio of three operating assets and a leading organic copper growth pipeline."

Gil Clausen, Copper Mountain's President and Chief Executive Officer, added, "We are very pleased to be entering into this combination with Hudbay. The Copper Mountain team has done a tremendous job as seen through the positive momentum at the mine, and I am extremely proud of the team's efforts. The mine is now at a point where it will benefit from the additional support available from Hudbay's strong in-house technical services team. There also remains significant potential to unlock further value by leveraging the best practices of both companies."


Strategic Rationale of the Transaction

The combination of Hudbay and Copper Mountain is on-strategy with strong industrial logic that will offer both sets of shareholders compelling benefits, as highlighted below:

Transaction Terms

Under the terms of the Arrangement Agreement, each Copper Mountain shareholder will receive 0.381 of a Hudbay common share for each Copper Mountain common share held.

The Transaction consideration represents approximately C$2.67 per Copper Mountain common share and a US$439 million equity value based on Hudbay's closing share price on April 12, 2023. The Transaction consideration represents a 23% premium to Copper Mountain shareholders based Hudbay's and Copper Mountain's 10-day volume-weighted-average share prices on April 12, 2023.

Copper Mountain's and Hudbay's respective officers and directors have entered into voting support agreements pursuant to which they have agreed, among other things, to vote their shares in favor of the Transaction.

Following the closing of the Transaction, the Board of Directors of Hudbay will include two directors from the Board of Directors of Copper Mountain, and the management team of Hudbay will include select members from the management team of Copper Mountain. In addition, existing Hudbay and Copper Mountain shareholders will own approximately 76% and 24% of Hudbay, respectively.


In light of the Transaction, Gil Clausen has postponed his retirement and will remain as President and Chief Executive Officer of Copper Mountain until closing.

Transaction Conditions and Timing

The Transaction will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). The arrangement will require the approval of at least 66 2/3% of the votes cast by the shareholders of Copper Mountain at a special meeting of Copper Mountain shareholders held to consider the Transaction. The issuance of shares by Hudbay under the Transaction is subject to the approval of a simple majority of the votes cast by Hudbay shareholders at a special meeting of Hudbay shareholders.

In addition to shareholder approvals, the Transaction is subject to the satisfaction of certain other closing conditions customary in transactions of this nature, including clearance under the Competition Act (Canada), B.C. court approval and applicable stock exchange approvals.

The Arrangement Agreement contains customary reciprocal deal-protection provisions including non-solicitation covenants and a right to match any Superior Proposal (as defined in the Arrangement Agreement). Under certain circumstances, Hudbay and Copper Mountain would be entitled to a termination fee equal to a percentage of respective equity values.

The Transaction is expected to be completed late in the second quarter or early in the third quarter of 2023. Following completion of the Transaction, the shares of Copper Mountain will be de-listed from the Toronto Stock Exchange and the Australian Securities Exchange.

Board of Directors' Recommendations

After consultation with its financial and legal advisors, the Board of Directors of Hudbay unanimously approved the entering into of the Arrangement Agreement. The Board of Directors of Hudbay recommends that Hudbay shareholders vote in favor of the Transaction.

TD Securities Inc. has provided a fairness opinion to the Hudbay Board of Directors, stating to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be paid by Hudbay in the Transaction is fair, from a financial point of view, to Hudbay.

Copper Mountain appointed a special committee of independent directors (the "Copper Mountain Special Committee") to consider and make a recommendation with respect to the Transaction. Based on the unanimous recommendation of the Copper Mountain Special Committee, and after consultation with its financial and legal advisors, the Board of Directors of Copper Mountain has unanimously approved the entering into of the Arrangement Agreement. The Board of Directors of Copper Mountain recommends that Copper Mountain shareholders vote in favor of the Transaction.

CIBC World Markets Inc. and Origin Merchant Partners have each provided a fairness opinion to the Copper Mountain Board of Directors and the Copper Mountain Special Committee, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be received by the Copper Mountain shareholders is fair, from a financial point of view, to such shareholders.


Advisors and Counsel

Citi is acting as financial advisor to Hudbay and Goodmans LLP and Baker McKenzie LLP are acting as legal counsel to Hudbay.

CIBC Capital Markets is acting as financial advisor to Copper Mountain and Davies Ward Phillips & Vineberg LLP is acting as legal counsel to Copper Mountain and the Special Committee.

Analyst and Investor Webcast and Conference Call

Hudbay and Copper Mountain will host a joint conference call on Thursday, April 13, 2023, at 8:30 a.m. ET to discuss the Transaction. A copy of the presentation and webcast audio will be available on Hudbay's website following the conference call.

Conference Call and Webcast Details:

 

Date:

Thursday, April 13, 2023

Time:

8:30 a.m. ET

Webcast:

www.hudbay.com

Dial in:

1-416-915-3239 or 1-800-319-4610

About Hudbay Minerals Inc.

Hudbay (TSX, NYSE: HBM) is a diversified mining company with long-life assets in North and South America. The company's Constancia operations in Cusco (Peru) produce copper with gold, silver and molybdenum by-products. Its Snow Lake operations in Manitoba (Canada) produce gold with copper, zinc and silver by-products. Hudbay has an organic pipeline that includes the Copper World project in Arizona and the Mason project in Nevada (United States), and its growth strategy is focused on the exploration, development, operation, and optimization of properties it already controls, as well as other mineral assets it may acquire that fit its strategic criteria. Hudbay's mission is to create sustainable value through the acquisition, development and operation of high-quality, long-life deposits with exploration potential in jurisdictions that support responsible mining, and to see the regions and communities in which the company operates benefit from its presence. Further information about Hudbay can be found on www.hudbay.com.

About Copper Mountain Mining Corporation

Copper Mountain owns 75% of the Copper Mountain Mine, which is located in southern British Columbia near the town of Princeton. The Copper Mountain Mine produces approximately 100 million pounds of copper equivalent on average per year. Copper Mountain trades on the Toronto Stock Exchange under the symbol "CMMC" and Australian Stock Exchange under the symbol "C6C". Additional information is available on the company's web page at www.CuMtn.com.


Forward-Looking Information

This release contains certain "forward looking statements" and certain "forward-looking information" as "defined under applicable Canadian and U.S. securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "should", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. The forward-looking information contained herein is provided for the purpose of assisting readers in understanding management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes.

Forward-looking statements relate to future events or future performance and reflect Hudbay's and Copper Mountain's expectations or beliefs regarding future events. Forward-looking statements include, but are not limited to statements with respect to the consummation and timing of the Transaction; approval by Copper Mountain's and Hudbay's shareholders; the satisfaction of the conditions precedent to the Transaction; the strengths, characteristics and potential of the Transaction; growth potential and expectations regarding the timing, receipt and anticipated effects of court, regulatory and other consents and approvals; the impact of the Transaction on shareholders of Hudbay and Copper Mountain and other stakeholders and other anticipated benefits of the Transaction. By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, amongst others, risks related to failure to receive approval by Copper Mountain shareholders, the required court, regulatory and other consents and approvals to effect the Transaction, the potential of a third party making a superior proposal to the Transaction, the possibility that the Arrangement Agreement could be terminated under certain circumstances.

Forward-looking information are based on management of the parties' reasonable assumptions, estimates, expectations, analyses and opinions, which are based on such management's experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Such factors, among other things, include: business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of copper or certain other commodities; change in national and local governments, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); discrepancies between actual and estimated metallurgical recoveries; inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties.

Hudbay and Copper Mountain undertake no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on the information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.


For investor and media inquiries, please contact:

Hudbay

Candace Brûlé

Vice President, Investor Relations

(416) 814-4387

candace.brule@hudbay.com

Copper Mountain

Tom Halton

Director, Investor Relations and Corporate Communications

(604) 682-2992

Tom.Halton@CuMtn.com

 

 

________________________

i Pre-tax annual synergies achieved over the course of 3 years.

ii Sourced from company filings and Wood Mackenzie research.

iii NAV is based on analyst consensus estimates.

iv Based on Wood Mackenzie's 2023 by-product C1 copper cost curve (Q4 2022 dataset).

 

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


CAUTIONARY INFORMATION

Disclaimer

This presentation, as supplemented or amended from time to time has been prepared in connection with the proposed acquisition by Hudbay Minerals Inc. ("Hudbay") of all of the issued and outstanding common shares of Copper Mountain Mining Corporation ("Copper Mountain) in exchange for common shares of Hudbay, pursuant to a court approved plan of arrangement (the "Proposed Transaction").

This presentation is not, and under no circumstances is to be construed as, an advertisement or public offering of the securities referred to in this presentation. No securities commission or similar authority in Canada or the United States has reviewed or in any way passed upon this presentation or the merits of the securities described herein and any representation to the contrary is an offence.

The information contained in this presentation is current only as of its date and may have changed. Hudbay and Copper Mountain disclaim any intention or obligation or undertaking to update or revise this information in light of new information, future events or otherwise.

Forward-Looking Information

This presentation contains forward-looking information within the meaning of applicable Canadian and United States securities legislation. All information contained in this presentation, 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 presentation is qualified by this cautionary note. 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 Hudbay and/or Copper Mountain, as applicable, 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.

Forward-looking statements include, but are not limited to, statements with respect to: the expected consummation and anticipated timing of the Proposed Transaction; shareholder approval of the Proposed Transaction; the satisfaction of the conditions precedent to the Proposed Transaction; the strengths, characteristics and potential of Hudbay following closing of the Proposed Transaction; growth potential and expectations regarding the synergies between Hudbay and Copper Mountain following closing of the Proposed Transaction and the ability to successfully achieve business objectives; timing, receipt and the anticipated effects of court, regulatory and other required consents and approvals; expectations regarding future exploration and development; expectations for economic, business and/or competitive factors; and the impact of the Proposed Transaction on various stakeholders and local communities.

Specifically, estimated guidance production, cash costs, EBITDA, net debt / EBITDA ranges and cash flow per share is, in each case, considered forward-looking information. The foregoing demonstrates Hudbay's objectives, which are not forecasts or estimates of its financial position, but are based on the implementation of its strategic goals, growth prospects, growth initiatives and integration initiatives in respect of the Proposed Transaction. Management's assessments of, and outlook for, the foregoing matters set out herein are generally based on the following assumptions: (a) Hudbay's results of operations will continue as expected, (b) Hudbay will continue to effectively execute against its key strategic growth priorities, (c) Hudbay will realize the expected synergies between Hudbay and Copper Mountain following closing of the Proposed Transaction, (d) Hudbay will be able to take advantage of future prospects and opportunities, (e) there will be no changes in legislative or regulatory matters that negatively impact Hudbay's business, (f) current tax laws will remain in effect and will not be materially changed, (g) economic conditions will remain relatively stable throughout the period, and (h) the industries Hudbay operates in will continue to grow consistent with past experience and in line with expectations.

Hudbay considers these assumptions to be reasonable in the circumstances, given the time period for such projections and targets. These estimates have been prepared by and are the responsibility of management.

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 include, but are not limited to, risks related to: the failure to receive requisite shareholder approval for the Proposed Transaction; the failure to receive requisite court, regulatory and other required consents and approvals; the inability of Hudbay to successfully integrate Copper Mountain's operations; the potential of a third party making a superior proposal; the possibility that the Arrangement Agreement could be terminated, including as a result of a superior proposal; and various other risk factors described in the cautionary information and risk factor disclosure contained in filings made by Hudbay and Copper Mountain, including in Hudbay's and Copper Mountain's respective most recent annual information form for the year ended December 31, 2022 and their respective management's discussion and analysis for the period ended December 31, 2022 each available on SEDAR at www.sedar.com and, for Hudbay, also available on EDGAR at www.sec.gov.

Should one or more risk, uncertainty, contingency or other factor materialize or should any factor or assumption prove incorrect, actual results could vary materially from those expressed or implied in the forward-looking information. Accordingly, you should not place undue reliance on forward-looking information. Hudbay and Copper Mountain do not assume any obligation to update or revise any forward-looking information after the date of this presentation or to explain any material difference between subsequent actual events and any forward-looking information, except as required by applicable law.

Non-IFRS Financial Performance Measures

2023E cash costs, 2023E EBITDA, 2022A cash costs and 2022A EBITDA are non-IFRS financial measures with no standardized definition under IFRS. 2022A Net Debt / EBITDA, 2023E Net Debt / EBITDA range and 2024E Net Debt / EBITDA range are non-IFRS financial ratios with no standardized definition under IFRS. These measures and ratios are shown because Hudbay and Copper Mountain believe they help investors and management assess the performance of their operations and effectively analyze business activities. EBITDA is shown to provide additional information about the cash generating potential in order to assess Hudbay's capacity to service and repay debt, carry out investments and cover working capital needs. 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 a detailed description of each of these measures, please refer to "Non-IFRS Financial Performance Measures" of Hudbay's management's discussion and analysis for the period ended December 31, 2022 available on SEDAR at www.sedar.com and EDGAR at www.sec.gov, and "Non-GAAP Performance Measures" of Copper Mountain's management's discussion and analysis for the period ended December 31, 2022 available on SEDAR at www.sedar.com. Such disclosure includes reconciliations of certain of these measures to their most directly comparable IFRS or GAAP measures, as applicable, which information is incorporated by reference herein.

All amounts in this presentation are in U.S. dollars unless otherwise noted.

 






















 


























NI 43-101 MATTERS: ADDITIONAL RESERVES & RESOURCES
INFORMATION; QUALIFIED PERSONS

The reserve and resource estimates included in this presentation were prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian Institute of Mining, Metallurgy and Petroleum Standards on Mineral Resources and Reserves: Definitions and Guidelines. The mineral resource estimates in this presentation are exclusive of mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The totals in the tables may not add up correctly due to rounding.

Unless otherwise indicated, the scientific and technical information contained in this presentation with respect to Hudbay has been prepared by Hudbay and approved by Olivier Tavchandjian, P. Geo, Hudbay's Senior Vice President, Exploration and Technical Services. Mr. Tavchandjian is a qualified person pursuant to NI 43-101.

Unless otherwise indicated, the scientific and technical information contained in this presentation with respect to Copper Mountain has been prepared by Copper Mountain and approved by Alberto Chang, P. Eng., Copper Mountain's Vice President, Mining and Patrick Redmond, Ph.D., P. Geo, Copper Mountain's Senior Vice President, Exploration and Geoscience. Mr. Chang and Dr. Redmond are each a qualified person pursuant to NI 43-101.

Additional details on Hudbay's material mineral projects, including a year-over-year reconciliation of reserves and resources and metal price assumptions, is included in Hudbay's Annual Information Form for the year ended December 31, 2022, which is available on SEDAR at www.sedar.com.

Additional details with respect to the Copper Mountain mine project in British Columbia are available in Copper Mountain's technical report dated September 30, 2022 and in Copper Mountain's Annual Information Form for the year ended December 31, 2022, each filed on Copper Mountain's SEDAR profile at www.sedar.com.

With respect to Hudbay's disclosure herein, the Copper World and Mason preliminary economic assessments are preliminary in nature, includes inferred resources that are considered too speculative to have the economic considerations applied to them that would enable them to be categorized as mineral reserves and there is no certainty the preliminary economic assessments will be realized. Additional details on the Copper World and Mason preliminary economic assessments (including assumptions underlying the mineral resource estimates) are included in Hudbay's news releases dated June 8, 2022 and April 6, 2021, respectively.

This presentation 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 NI 43-101. For this reason, information contained in this presentation

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.

 


ENDNOTES

1. 2023E production constitutes forward-looking information and assumes that the risk factors described under "Cautionary Information" do not materialize. For further information, see "Cautionary Information".

2. 2023E cash costs constitutes forward-looking information and assumes that the risk factors described under “Cautionary Information” do not materialize. 2023E cash costs is a non-IFRS financial measure with no standardized definition under IFRS. 2022A cash costs for each of Hudbay and Copper Mountain were disclosed and described, together with appropriate reconciliations to the nearest IFRS or GAAP measure, as applicable, in their respective management's discussion and analysis for the year ended December 31, 2022. For further information, see “Cautionary Information”.

3. 2023E EBITDA constitutes forward-looking information and assumes the risk factors described under “Cautionary Information” do not materialize. 2023E EBITDA is a non-IFRS financial measure with no standardized definition under IFRS. 2022A EBITDA for each of Hudbay and Copper Mountain were disclosed and described, together with appropriate reconciliations to the nearest IFRS or GAAP measure, as applicable, in their respective management's discussion and analysis for the year ended December 31, 2022. For further information, see “Cautionary Information”.

4. 2023E Net Debt / EBITDA range constitutes forward-looking information and assumes that none of the risk factors described under “Cautionary Information” materializes. 2023E Net Debt / EBITDA range is a non-IFRS financial ratio with no standardized definition under IFRS. 2022A EBITDA for each of Hudbay and Copper Mountain were disclosed and described, together with appropriate reconciliations to the nearest IFRS or GAAP measure, as applicable, in their respective management's discussion and analysis for the year ended December 31, 2022. For further information, see “Cautionary Information”.

5. 2023E Net Debt / EBITDA range constitutes forward-looking information and assumes that none of the risk factors described under “Cautionary Information” materializes. 2023E Net Debt / EBITDA range is a non-IFRS financial ratio with no standardized definition under IFRS. 2022A EBITDA for each of Hudbay and Copper Mountain were disclosed and described, together with appropriate reconciliations to the nearest IFRS or GAAP measure, as applicable, in their respective management's discussion and analysis for the year ended December 31, 2022. For further information, see “Cautionary Information”.

6. 2023E cash flow per share constitutes forward-looking information and assumes that none of the risk factors described under "Cautionary Information" materializes. See "Cautionary Information".