Hudbay Minerals Inc. (“Hudbay”) (TSX, NYSE: HBM) and Copper
Mountain Mining Corporation (“Copper Mountain”) (TSX: CMMC) (ASX:
C6C) are pleased to announce that the shareholders of both Hudbay
and Copper Mountain have approved the resolutions required to
consummate the previously announced plan of arrangement (the
“Transaction”). At their respective special meetings of
shareholders on June 13, 2023 (each, a “Meeting”), the resolutions
were passed with the following results:
HudbayAt the Meeting, the share issuance
resolution required to consummate the Transaction was passed with
the following voting results:
Number of VotesFOR |
Number of VotesAGAINST |
Percentage of VotesFOR |
173,883,694 |
277,212 |
99.84% |
Copper MountainAt the Meeting, Copper Mountain
shareholders supported the Transaction with the following voting
resultsi:
Number of VotesFOR |
Number of VotesAGAINST |
Percentage of VotesFOR |
96,399,411 |
6,780,783 |
93.43% |
i In addition, approximately 93.00% of Copper Mountain shareholders
voted in favour of the Transaction, excluding the votes required to
be excluded by Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions. |
"The overwhelming shareholder support solidifies
the alignment of the Copper Mountain mine with Hudbay’s strategic
and financial objectives and the combined company is
well-positioned to create meaningful value for all shareholders,"
said Peter Kukielski, President and Chief Executive Officer of
Hudbay. Gil Clausen, President and Chief Executive Officer of
Copper Mountain echoed this sentiment saying, “We are pleased with
the strong endorsement by the company's shareholders indicating
widespread support for the future of the combined company.”
Transaction Highlights
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:
- Scale – A
larger-scale platform with three long-life operating mines with
exploration and expansion upside, three large-scale development
projects and one of the largest mineral resource bases among
intermediate copper producers;
- Diversification –
A geographically balanced portfolio in tier-one mining
jurisdictions with approximately 55% of net asset valuei (“NAV”)
estimated to be from North American assets and 45% of NAV estimated
to be from South American assets;
- Copper-Focused – A
copper-focused portfolio with expected 2023 copper production of
more than 150,000 tonnes in the second quartile position on the
copper cost curveii, complemented by meaningful gold
production;
- Efficiencies – An
estimated US$30 millioniii per year of operating efficiencies and
corporate synergies, including approximately US$20 million per year
from operating cost reductions through the application of Hudbay’s
operating efficiency practices to the Copper Mountain mine;
- Deleveraging –
Well-positioned for accelerated deleveraging in the near-term from
increased diversification of cash flows and enhanced exposure to
rising copper prices;
- Capital Allocation
– An ability to maximize value from a larger organic growth
pipeline by more efficiently allocating capital to projects that
yield the highest risk-adjusted returns; the combined company’s
greater cash flow generation and strong balance sheet will enhance
the ability to advance brownfield expansion opportunities and
prudently develop Hudbay’s Copper World project in Arizona, which
will deliver meaningful growth to the combined company; and
- Valuation Re-rating
Potential – The strategic and financial benefits from the
Transaction ultimately position the combined company for a
valuation re-rating.
Transaction Effective Date
In addition to shareholder approvals received,
the Transaction is subject to final court approval and the
satisfaction of certain other customary closing conditions for
transactions of this nature. The Toronto Stock Exchange has
conditionally approved the listing of the Hudbay common shares to
be issued in connection with the Transaction, and the requisite
regulatory approval for the Transaction under the Competition Act
(Canada) has been obtained. It is currently anticipated that the
effective date of the Transaction will occur on or about June 20,
2023.
As of the effective date, each Copper Mountain
shareholder (other than any dissenting Copper Mountain
shareholders) will receive 0.381 of a Hudbay share for each Copper
Mountain share or Copper Mountain CDI held. As a result of the
Transaction, Copper Mountain will become a wholly-owned subsidiary
of Hudbay.
Further Information
For further information regarding the
Transaction, please refer to the joint management information
circular (the “Circular”) filed by Hudbay and Copper Mountain. The
Circular is available on SEDAR under each company’s profile at
www.sedar.com, under Hudbay’s profile on EDGAR at www.sec.gov,
under Copper Mountain’s profile on the ASX at www.asx.com.au, on
Hudbay’s website at https://www.hudbayminerals.com and on Copper
Mountain’s website at http://www.cumtn.com.
About Hudbay
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. The value Hudbay creates and the
impact it has are embodied in its purpose statement: “We care about
our people, our communities and our planet. Hudbay provides the
metals the world needs. We work sustainably, transform lives and
create better futures for communities.” Hudbay’s mission is to
create sustainable value and strong returns by leveraging our core
strengths in community relations, focused exploration, mine
development and efficient operations. Further information about
Hudbay can be found on www.hudbay.com.
About Copper Mountain
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 Securities Exchange under the symbol “C6C”.
Additional information is available on Copper Mountain’s web page
at www.CuMtn.com.
For investor and media inquiries, please
contact:
HudbayCandace BrûléVice
President, Investor Relations(416)
814-4387candace.brule@hudbay.com
Copper MountainTom
HaltonDirector, Investor Relations and Corporate
Communications(604) 682-2992Tom.Halton@CuMtn.com
Cautionary Note Regarding
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; timing of the consummation of the Transaction; 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 and other consents and approvals;
non-withdrawal of regulatory 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 the required court approval 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 definitive 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.
____________________________________i NAV is based on analyst
consensus estimates. ii Based on Wood Mackenzie’s 2023 by-product
C1 copper cost curve (Q4 2022 dataset).iii Pre-tax annual synergies
achieved over the course of 3 years.
Hudbay Minerals (TSX:HBM)
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