Hudbay Minerals Inc. (TSX:HBM) submitted a non-binding proposal to acquire Copper Mountain Mining Corporation (TSX:CMMC) on April 9, 2023. Hudbay Minerals Inc. (TSX:HBM) entered into a definitive agreement to acquire Copper Mountain Mining Corporation (TSX:CMMC) for approximately CAD 590 million on April 13, 2023. 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 CAD 2.67 per Copper Mountain common share and a $439 million (CAD 590.6 million) equity value. Immediately following the completion of the arrangement, Copper Mountain will be a wholly-owned subsidiary of Hudbay, the Copper Mountain Shares will be delisted from the Toronto Stock Exchange and the Australian Securities Exchange and Copper Mountain will apply to cease to be a reporting issuer under the securities legislation of each applicable province and territory of Canada. Following completion of the transaction, the shares of Copper Mountain will be de-listed from the Toronto Stock Exchange and the Australian Securities Exchange. The existing holders of Copper Mountain Shares and existing holders of Hudbay Shares are expected to own approximately 24% and 76% of the then-issued and outstanding Hudbay shares. Under certain circumstances, Hudbay and Copper Mountain would be entitled to a termination fee equal to a percentage of respective equity values. Under the arrangement agreement, a CAD 22 million termination fee is payable by Copper Mountain to Hudbay in the event that the agreement is terminated in certain customary circumstances (including in connection with a Superior Proposal accepted by Copper Mountain), and a CAD 69 million termination fee is payable by Hudbay to Copper Mountain in the event that the Agreement is terminated in certain customary circumstances.

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. Hudbay has also agreed to extend offers of employment to two existing senior executives of Copper Mountain to serve as senior executives of Hudbay following the effective time. 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. The transaction is subject to the approval of the arrangement by the Supreme Court of British Columbia, approval of at least 66 2/3% of the votes cast by the shareholders of Copper Mountain, approval of a simple majority of the votes cast by Hudbay shareholders, clearance under the Competition Act (Canada), the approval for listing of the Hudbay shares to be issued as consideration pursuant to the Arrangement on the NYSE, the appointment of two of the Copper Mountain directors to the board of directors of Hudbay, applicable stock exchange approvals, Copper Mountain Shareholders not having validly exercised dissent rights in connection with the arrangement with respect to more than 10% of the issued and outstanding Copper Mountain shares, and satisfaction of certain other closing conditions customary in transactions of this nature. The Board of Directors of Hudbay and Copper Mountain unanimously approved the transaction. The Copper Mountain Board and the Hudbay Board has unanimously resolved to recommend that their respective shareholders vote in favour of the arrangement. Copper Mountain appointed a special committee of independent directors to consider and make a recommendation with respect to the transaction. The Special Committee of Copper Mountain recommend the company board and shareholders to vote in favor of the arrangement. In connection with the arrangement, the directors and officers of Copper Mountain and Hudbay entered into support and voting agreements with Hudbay, pursuant to which they have agreed, among other things, to vote their Copper Mountain Shares in favour of the arrangement. The shareholders meeting of both Copper Mountain and Hudbay is scheduled on June 13, 2023. As of June 13, 2023, the transaction has been approved by shareholders of both Copper Mountain and Hudbay. As of June 15, 2023, the transaction has been approved by the Supreme Court of British Columbia. The transaction is expected to be completed late in the second quarter or early in the third quarter of 2023. The transaction is expected to close in late June 2023. As of June 15, 2023, the transaction is expected to close on or about June 20, 2023. The transaction is accretive to Hudbay?s key per share metrics.

TD Securities Inc acted as fairness opinion provider to the Hudbay Board of Directors. CIBC World Markets Inc. and Origin Merchant Partners acted as fairness opinion providers to the Copper Mountain Board of Directors and special committee. CIBC World Markets Inc. and Origin Merchant Partners acted as financial advisors to the special committee of independent directors of the Copper Mountain Board. Citigroup Global Markets Inc. acted as financial advisor to Hudbay. Kari MacKay, David Coll-Black and Hari Marcovici of Goodmans LLP and Mark Mandel, Thomas Rice, Carol Stubblefield, Reza Nader, Lane Morgan and John Fedele of Baker McKenzie LLP acted as legal advisors to Hudbay. CIBC World Markets, Inc. acted as financial advisor to Copper Mountain. Melanie Shishler, Richard Fridman, Joseph DiPonio, Derek Ricci and Andrew Mihalik of Davies Ward Phillips & Vineberg LLP acted as legal advisors to Copper Mountain and the Special Committee. Kingsdale Advisors acted as joint proxy solicitation agent with a service fee of CAD 200,000 in aggregate for both Copper Mountain and Hudbay. Tevia R.M. Jeffries of Farris LLP acted as legal advisor to Copper Mountain. Deloitte LLP acted as accountant to Hudbay while PricewaterhouseCoopers LLP acted as accountant to Copper Mountain. TSX Trust Company acted as transfer agent to Hudbay while Computershare Investor Services Inc. acted as transfer agent to Copper Mountain. Mary-Rose Bright, Rebecca Maslen-Stannage and Mark Hatfull of Herbert Smith Freehills acted as legal advisor to Hudbay Minerals Inc. (TSX:HBM).

Hudbay Minerals Inc. (TSX:HBM) completed the acquisition of Copper Mountain Mining Corporation (TSX:CMMC) on June 20, 2023. In connection with the closing of the transaction, Hudbay has appointed Jeane Hull and Paula Rogers to its Board of Directors.