As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/15/15  HudBay Minerals Inc.              F-10/A                 6:1.9M                                   Merrill Corp-MD/FA
          HudBay Marketing & Sales Inc.
          Hudson Bay Exploration & Development Co Ltd
          Hudson Bay Mining & Smelting Co., Ltd

Document/Exhibit                   Description                      Pages   Size 

 1: F-10/A      Pre-Effective Amendment to Registration Statement   HTML   1.02M 
                          of a Foreign Private Issuer (Not                       
                          Effective Immediately)                                 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML    128K 
                          Liquidation or Succession                              
 3: EX-5.1      Opinion re: Legality                                HTML      9K 
 4: EX-99.1     Ex-2.1                                              HTML    122K 
 5: EX-99.2     Miscellaneous Exhibit                               HTML     32K 
 6: EX-99.3     Miscellaneous Exhibit                               HTML     17K 

Exhibit 99.2

 

NOTICE OF GUARANTEED DELIVERY FOR

 

HUDBAY MINERALS INC.

 

OFFER TO EXCHANGE ALL OUTSTANDING

9.500% NOTES DUE 2020

ISSUED ON AUGUST 6, 2014 FOR

9.500% NOTES DUE 2020

 

WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

 

This form or one substantially equivalent hereto must be used to accept the Exchange Offer of HudBay Minerals Inc. (the “Issuer”) made pursuant to the Prospectus, dated April 7, 2015, as it may be amended from time to time  (the “Prospectus”), if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach U.S Bank, National Association, as exchange agent (the “Exchange Agent”) prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer.

 

Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to the Exchange Agent as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender the 9.500% Senior Notes due 2020 issued on August 6, 2014 (the “August 2014 Notes”) pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) relating to the tender for exchange of August 2014 Notes (the “Letter of Transmittal”) must also be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. Any August 2014 Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date. Where the Expiration Date has been extended, tenders pursuant to the Exchange Offer as of the previously scheduled Expiration Date may not be withdrawn after the date of the previously scheduled Expiration Date. Capitalized terms not defined herein are defined in the Prospectus or the Letter of Transmittal.

 

BY HAND, MAIL OR OVERNIGHT COURIER:

U.S. Bank, National Association

c/o U.S. Bank Corporate Trust Services

EP-MN-WS2N

111 Fillmore Avenue East

St. Paul, MN 55107

Attention: Specialized Finance

 

 

Delivery of this instrument to an address other than as set forth above, or transmission or instructions via facsimile other than as set forth above, will not constitute a valid delivery.

 

This form is not to be used to guarantee signatures.  If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined in the letter of transmittal) under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

 

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

 

 

Holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

 

Please print name(s) and address(es):

 

Name(s):

 

 

 

Capacity:

 

Address(es):

 

 

 

Do not send August 2014 Notes with this form. August 2014 Notes should be sent to the Exchange Agent together with a properly completed and duly executed Letter of Transmittal.

 

GUARANTEE
(Not to be used for signature guarantee)

 

The undersigned, a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “Eligible Guarantor Institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees that the certificates representing the principal amount of August 2014 Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such August 2014 Notes into the Exchange Agent’s account at DTC pursuant to the procedures set forth in “Exchange Offer - Terms of the Exchange Offer - Guaranteed Delivery Procedures” section of the Prospectus, together with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, no later than three New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery.

 

Name of Firm
Address
Zip Code
Area Code and Tel. No.
Authorized Signature
Title
Name: (Please Type or Print)
Dated:

 

3

 

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

 

1.                                      Delivery of this Notice of Guaranteed Delivery. A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of the Holder and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered or certified mail properly insured, with return receipt requested, is recommended. In all cases sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedure, see Instruction 1 of the Letter of Transmittal.

 

2.                                      Signatures of this Notice of Guaranteed Delivery. If this Notice of Guaranteed Delivery is signed by a participant of the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of August 2014 Notes, the signature must correspond with the name shown on the security position listing as the owner of the August 2014 Notes.

 

If this Notice of Guaranteed Delivery is signed by a person other than the registered Holder(s) of any August 2014 Notes listed or a participant of the Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the participant shown on the Book-Entry Transfer Facility’s security position listing.

 

If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing.

 

3.                                      Requests for assistance or additional copies. Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address specified on the first page hereof. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

 

4