INDENTURE Dated as of March 8, 2021 Among HUDBAY MINERALS INC. THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee 4.50% SENIOR NOTES DUE 2026Indenture • March 9th, 2021 • Hudbay Minerals Inc. • Metal mining • New York
VOTING AGREEMENTVoting Agreement • January 23rd, 2009 • HudBay Minerals Inc. • Metal mining • Ontario
AND WHEREAS the Shareholder understands that HudBay and Lundin Mining Corporation (“Lundin”) are, concurrently with the execution and delivery of this Agreement, executing and delivering the Arrangement Agreement providing for the Arrangement;
LOCK UP AGREEMENTLock Up Agreement • January 14th, 2011 • HudBay Minerals Inc. • Metal mining • Ontario
THIS LOCK-UP AGREEMENT (this “Agreement”) dated January 8, 2011 between HudBay Minerals Inc. (the “Offeror”), a corporation governed by the laws of Canada, and Gaston Augusto Loyola Puma, an individual resident in the City of Arequipa, Peru (the “Seller”).
HUDBAY MINERALS INC. AND LUNDIN MINING CORPORATION ARRANGEMENT AGREEMENT DATED NOVEMBER 21, 2008Arrangement Agreement • January 23rd, 2009 • HudBay Minerals Inc. • Metal mining • Ontario
THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:
AMENDING AGREEMENT NO. 6Amending Agreement • September 3rd, 2020 • Hudbay Minerals Inc. • Metal mining • Ontario
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, January 24, 2019, February 12, 2020 and June 3, 2020 (as further amended, modified, supplemented or replaced to the date hereof, the "Credit Agreement");
SUBSCRIPTION AGREEMENTSubscription Agreement • January 23rd, 2009 • HudBay Minerals Inc. • Metal mining • Ontario
WHEREAS the Company wishes to issue and sell common shares in its capital (“Common Shares”) to HudBay and HudBay wishes to purchase Common Shares on the terms, and subject to the conditions, set out in this Agreement.
TERMINATION AGREEMENTTermination Agreement • October 19th, 2010 • HudBay Minerals Inc. • Metal mining • Ontario
HUDBAY MINERALS INC. and ROCKCLIFF METALS CORPORATION __________________________________________ ARRANGEMENT AGREEMENT __________________________________________ June 19, 2023Arrangement Agreement • June 23rd, 2023 • Hudbay Minerals Inc. • Metal mining • Ontario
THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto covenant and agree as follows:
LOAN AGREEMENTLoan Agreement • July 17th, 2014 • HudBay Minerals Inc. • Metal mining • Ontario
WHEREAS the Offeror has made an offer to purchase all of the issued and outstanding common shares of Augusta pursuant to the terms of a support agreement between the Offeror and Augusta, dated as of June 23, 2014 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Support Agreement”);
AMENDING AGREEMENT NO. 2Amending Agreement • April 1st, 2019 • Hudbay Minerals Inc. • Metal mining • Ontario
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 (as further amended, modified, supplemented or replaced to the date hereof, the "Credit Agreement");
AMENDING AGREEMENT NO. 3Credit Agreement • April 2nd, 2024 • Hudbay Minerals Inc. • Metal mining
WHEREAS the Borrower, certain of its Affiliates, the Agent and certain financial institutions as lenders entered into a third amended and restated credit agreement dated as of October 26, 2021, as amended by an amending agreement no.1 dated as of April 13, 2022 and amending agreement no. 2 dated as of September 29, 2022 (as further amended, modified, supplemented or replaced to the date hereof, the "Credit Agreement");
AMENDING AGREEMENT NO. 5Amending Agreement • September 3rd, 2020 • Hudbay Minerals Inc. • Metal mining • Ontario
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, January 24, 2019 and February 12, 2020 (as further amended, modified, supplemented or replaced to the date hereof, the "Credit Agreement");
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 19th, 2010 • HudBay Minerals Inc. • Metal mining • Ontario
AMENDING AGREEMENT NO. 4Amending Agreement • March 31st, 2020 • Hudbay Minerals Inc. • Metal mining • Ontario
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");
AMALGAMATION AGREEMENTAmalgamation Agreement • August 26th, 2014 • HudBay Minerals Inc. • Metal mining • Ontario
AMENDING AGREEMENT NO. 3Amending Agreement • April 1st, 2019 • Hudbay Minerals Inc. • Metal mining • Ontario
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 and June 15, 2018 (as further amended, modified, supplemented or replaced to the date hereof, the "Credit Agreement");
AMENDING AGREEMENT NO. 2Amending Agreement • March 31st, 2023 • Hudbay Minerals Inc. • Metal mining
WHEREAS the Borrower, certain of its Affiliates, the Agent and certain financial institutions as lenders entered into a third amended and restated credit agreement dated as of October 26, 2021, as amended by an amending agreement no.1 dated as of April 13, 2022 (as further amended, modified, supplemented or replaced to the date hereof, the "Credit Agreement");
SUPPORT AGREEMENTSupport Agreement • June 25th, 2014 • HudBay Minerals Inc. • Metal mining • Ontario
WHEREAS the Offeror made an offer dated February 10, 2014 (as subsequently amended and extended prior to the date of this Agreement, the “Original Offer”) to purchase all of the issued and outstanding Augusta Shares (as defined herein) (other than Augusta Shares owned directly or indirectly by the Offeror and its affiliates (as defined herein)) and any Augusta Shares that may become issued and outstanding after February 10, 2014 but before the Expiry Time (as defined herein) upon the conversion, exchange or exercise of any Convertible Securities (as defined herein) together with the associated rights issued under the Shareholder Rights Plan (as defined herein), for consideration per Augusta Share of 0.315 of a Hudbay Share (as defined herein);
HUDBAY MINERALS INC. As Borrower and CERTAIN OF ITS SUBSIDIARIES As Guarantors, Material Subsidiaries, Restricted Subsidiaries and/or Obligors and THE LENDERS FROM TIME TO TIME PARTY TO THIS AGREEMENT As Lenders and CANADIAN IMPERIAL BANK OF COMMERCE...Credit Agreement • November 8th, 2021 • Hudbay Minerals Inc. • Metal mining
WHEREAS the Borrower, certain of its Subsidiaries, The Bank of Nova Scotia as administrative agent and certain financial institutions as lenders (the "Original Lenders") entered into a fourth amended and restated credit agreement dated as of July 14, 2017, as amended, modified, supplemented or replaced to the date hereof (the "Original Credit Agreement");
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • July 2nd, 2014 • HudBay Minerals Inc. • Metal mining • Ontario
WHEREAS each of Augusta and HudBay is interested in engaging in discussions or negotiations regarding (a) the potential acquisition of Augusta by HudBay and/or (b) the provision of financing by HudBay to Augusta (a “Potential Transaction”);
HUDBAY PERU S.A.C. As Borrower and CERTAIN OF ITS AFFILIATES As Guarantors, Material Subsidiaries, Restricted Subsidiaries and/or Obligors and THE LENDERS FROM TIME TO TIME PARTY TO THIS AGREEMENT As Lenders and THE BANK OF NOVA SCOTIA In its capacity...Credit Agreement • August 4th, 2017 • Hudbay Minerals Inc. • Metal mining
AMENDING AGREEMENT NO. 1Amending Agreement • April 1st, 2019 • Hudbay Minerals Inc. • Metal mining • Ontario
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 further amended, modified, supplemented or replaced to the date hereof, the "Credit Agreement");
AMENDING AGREEMENT NO. 7Amending Agreement • September 3rd, 2020 • Hudbay Minerals Inc. • Metal mining • Ontario
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, January 24, 2019, February 12, 2020, June 3, 2020 and June 26, 2020 (as further amended, modified, supplemented or replaced to the date hereof, the "Credit Agreement");
UNDERWRITING AGREEMENTUnderwriting Agreement • September 27th, 2017 • Hudbay Minerals Inc. • Metal mining • Ontario
RBC Dominion Securities Inc. (“RBC”), BMO Nesbitt Burns Inc. (“BMO”) and Scotia Capital Inc. as co-lead underwriters, together with, CIBC World Markets Inc., GMP Securities L.P., TD Securities Inc., National Bank Financial Inc., Barclays Capital Canada Inc., Canaccord Genuity Corp., Cormark Securities Inc., Haywood Securities Inc., Merrill Lynch Canada Inc., Citigroup Global Markets Canada Inc., Eight Capital, Macquarie Capital Markets Canada Ltd., Morgan Stanley Canada Ltd. and Raymond James Ltd. (collectively, the “Underwriters” and each individually an “Underwriter”) hereby severally, and not jointly, nor jointly and severally, in their respective percentages set out in Section 18 below, offer to purchase from Hudbay Minerals Inc. (the “Corporation”) and the Corporation hereby agrees to issue and sell to the Underwriters, 24,000,000 Common Shares (as defined herein) of the Corporation (the “Shares”), on an underwritten basis, at the purchase price of $10.10 per Share (the “Offering
ContractHudbay Minerals Inc. • April 24th, 2023 • Metal mining
The attached form of support and voting agreement has been entered into in connection with the arrangement agreement dated April 13, 2023 between Copper Mountain Mining Corporation and Hudbay Minerals Inc. (the "Arrangement Agreement") by Hudbay Minerals Inc. and each of the following Company Locked-up Shareholders (as defined in the Arrangement Agreement):
HUDBAY MINERALS INC. As Borrower and HUDSON BAY MINING AND SMELTING CO., LIMITED As Borrower and CERTAIN OF THEIR RESPECTIVE SUBSIDIARIES As Guarantors and THE LENDERS FROM TIME TO TIME PARTY TO THIS AGREEMENT As Lenders and THE BANK OF NOVA SCOTIA In...Credit Agreement • March 30th, 2011 • HudBay Minerals Inc. • Metal mining
WHEREAS the Borrowers have requested the Lenders to provide, and the Lenders have agreed to provide, credit and banking facilities in an aggregate maximum principal amount of US$300,000,000 to the Borrowers upon and subject to the terms and conditions hereinafter set forth;
AMENDING AGREEMENT NO. 3 MEMORANDUM OF AGREEMENT made as of January 4, 2013,Amending Agreement • March 28th, 2013 • HudBay Minerals Inc. • Metal mining • Ontario
WHEREAS the Borrowers, certain of their Subsidiaries, the Agent and certain financial institutions as lenders entered into a credit agreement, as amended, modified, supplemented or replaced to the date hereof (the “Credit Agreement”) dated as of November 3, 2010 and as amended May 23, 2012 and September 28, 2012;
HUDBAY MINERALS INC. As Borrower and HUDSON BAY MINING AND SMELTING CO., LIMITED As Borrower and CERTAIN OF THEIR RESPECTIVE SUBSIDIARIES As Guarantors and THE LENDERS FROM TIME TO TIME PARTY TO THIS AGREEMENT As Lenders and THE BANK OF NOVA SCOTIA In...Credit Agreement • April 1st, 2014 • HudBay Minerals Inc. • Metal mining
WHEREAS Lenders have extended certain credit and banking facilities to Borrowers in an aggregate maximum principal amount of US$300,000,000 pursuant to that certain Credit Agreement, dated as of November 3, 2010 as amended, by and among the Borrowers, certain subsidiaries of the Borrowers, as Guarantors, the Lenders party thereto from time to time, and the Bank of Nova Scotia, as Administrative Agent (the “Original Credit Agreement”);
PRECIOUS METALS PURCHASE AGREEMENT BETWEEN SILVER WHEATON CORP. — AND — HUDSON BAY MINING AND SMELTING CO., LIMITED — AND — HUDBAY MINERALS INC. Dated August 8, 2012Precious Metals Purchase Agreement • August 15th, 2012 • HudBay Minerals Inc. • Metal mining • Ontario
AMENDING AGREEMENT NO. 2Amending Agreement • March 31st, 2017 • Hudbay Minerals Inc. • Metal mining • Ontario
WHEREAS the Borrower, certain of its Affiliates, the Agent and certain financial institutions as lenders entered into an amended and restated credit agreement dated as of March 30, 2016, as amended by an amending agreement no. 1 dated as of June 17, 2016 (as further amended, modified, supplemented or replaced to the date hereof, the "Credit Agreement");
January 9, 2011 HudBay Minerals Inc. Suite 2501, Dundee Place Toronto, Ontario M5C 2V9 Norsemont Mining Inc. – Disclosure Letter Ladies and Gentlemen:Holder Agreement • January 14th, 2011 • HudBay Minerals Inc. • Metal mining
We refer to the support agreement (the “Agreement”) dated the date hereof between HudBay Minerals Inc. (“HudBay”) and Norsemont Mining Inc. (the “Company” or “Norsemont”) relating to the Offer whereby Norsemont will be acquired by HudBay. This is the disclosure letter referred to in the Agreement as the “Disclosure Letter” and we hereby disclose to you the information set out in this letter for the purpose of the Agreement. Terms and expressions defined in the Agreement and not otherwise defined herein have the same meanings in this letter. All values are expressed in Canadian dollars unless noted otherwise.
HUDBAY MINERALS INC. as the Offeror and NORSEMONT MINING INC. as the Company SUPPORT AGREEMENT January 9, 2011Support Agreement • January 14th, 2011 • HudBay Minerals Inc. • Metal mining • Ontario
THIS AGREEMENT made as of the 9th day of January, 2011 between HudBay Minerals Inc., a company governed by the laws of Canada (the “Offeror”), and Norsemont Mining Inc., a company governed by the laws of the Province of British Columbia (the “Company”).
AMENDING AGREEMENT NO. 1 THIS AGREEMENT is dated as of the 12th day of November, 2014Amending Agreement • April 1st, 2015 • HudBay Minerals Inc. • Metal mining • Ontario
AGREEMENT TO AMENDAgreement • January 23rd, 2009 • HudBay Minerals Inc. • Metal mining • British Columbia
Each of the undersigned, hereby acknowledge and agree that the Plan of Arrangement attached hereto as Appendix “A” shall be the Plan of Arrangement for the purposes of the Arrangement Agreement dated June 23, 2008 among the undersigned (the “Arrangement Agreement”) and shall be the Plan of Arrangement submitted to the Court.
LOCK-UP AGREEMENTLock-Up Agreement • June 25th, 2014 • HudBay Minerals Inc. • Metal mining • Ontario
THIS AGREEMENT (this “Agreement”) is made as of June 23, 2014 between HudBay Minerals Inc., a corporation existing under the laws of Canada (the “Offeror”), and the individual or corporation named on the execution page hereof (the “Shareholder”).
