Hudbay Minerals Inc. (“Hudbay” or the
“company”) (TSX, NYSE: HBM) and Copper Mountain Mining Corporation
(“Copper Mountain”) (TSX: CMMC) (ASX: C6C) are pleased to announce
that Institutional Shareholder Services Inc. (“ISS”) and Glass,
Lewis & Co., LLC (“Glass Lewis”), have recommended that
shareholders vote
FOR the previously announced
transaction whereby Hudbay will acquire all of the issued and
outstanding common shares of Copper Mountain pursuant to a court
approved plan of arrangement under the Business Corporations Act
(British Columbia) (the “Transaction”).
Both ISS and Glass Lewis are leading independent
proxy advisory firms who, among other services, provide proxy
voting recommendations to pension funds, investment managers,
mutual funds, and other institutional shareholders. The
recommendations are consistent for both Hudbay and Copper Mountain
resolutions in connection with their respective special meetings of
shareholders scheduled to be held on June 13, 2023.
In reaching its recommendation, ISS stated the
following for Hudbay: “Vote FOR this resolution as
the transaction is expected to be accretive to the company's NAV
per share, generate meaningful operational and cost synergies,
provide scale and diversification benefits, and could result in a
potential valuation re-rating.”
In its Copper Mountain report, ISS says, “The
transaction makes strategic sense as it will result in a combined
company with increased size, scale, and diversification of
production, development, and exploration assets”. Permission to use
quotations from the ISS report was neither sought nor obtained.
On May 18, 2023, Hudbay and Copper Mountain
filed a Joint Management Information Circular (“the Circular”) and
related meeting materials (collectively with the Circular, the
“Meeting Materials”) in connection with their respective special
meetings of shareholders scheduled to be held on June 13, 2023. The
Meeting Materials are 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 and have been mailed to shareholders of both
Hudbay and Copper Mountain. Shareholders are encouraged to review
the Meeting Materials prior to voting on the Transaction.
Proxy Voting Deadline
Shareholders are reminded that the Board of
Directors of each of Hudbay and Copper Mountain unanimously
approved the Transaction and recommend that each of their
respective shareholders vote FOR the Transaction
ahead of proxy voting deadlines below:
- Hudbay
Shareholders:
- Friday, June 9, 2023 at 10:30 a.m.
EST
- Copper Mountain Common
Share and CDI holders:
- Common Shareholders: Friday, June
9, 2023 at 9:00 a.m. PST
- CDI Holders: Wednesday, June 7,
2023 at 5:00 p.m. AWST
The Transaction
The Transaction involves a proposed acquisition
by Hudbay of all of the issued and outstanding Copper Mountain
shares (other than Copper Mountain shares held by dissenting Copper
Mountain shareholders, if any) in exchange for Hudbay shares by way
of a court-approved plan of arrangement under the Business
Corporations Act (British Columbia). Under the Transaction, 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. If the
Transaction is completed, Copper Mountain will become a
wholly-owned subsidiary of Hudbay.
The consideration to be received by Copper
Mountain shareholders represents a premium of approximately 23%
based on the 10-day volume-weighted average price of the Hudbay
shares and Copper Mountain shares on the Toronto Stock Exchange on
April 12, 2023, the last trading day prior to the announcement of
the Transaction.
In addition to shareholder approvals, 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.
Shareholder Questions and Assistance
with Voting
Hudbay Shareholders: If you
have any questions or need assistance voting, you can contact
Kingsdale Advisors at 1-866-581-1571 (toll-free in North America)
or 1-416-623-2514 (collect outside North America) or by email at
contactus@kingsdaleadvisors.com. To keep current with and obtain
information about voting your shares, please visit
www.HudbayPOA.com.
A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/28837ef2-b43f-4978-9f52-f3ca0c8003bc
Copper Mountain Shareholders:
If you have any questions or need assistance voting, you can
contact Kingsdale Advisors at 1-855-682-2031 (toll-free in North
America) or 1-416-623-4172 (collect outside North America) or by
email at contactus@kingsdaleadvisors.com. To keep current with and
obtain information about voting your shares, please visit
www.CopperMountainPOA.com.
A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/a003271e-fae5-4575-858a-42b39f97ea2c
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 Securities Exchange under the symbol “C6C”.
Additional information is available on Copper Mountain’s web page
at www.CuMtn.com.
For further information, 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; approval by shareholders of Hudbay and Copper
Mountain; 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 approval by shareholders of Hudbay and Copper
Mountain, the required court 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.
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