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

 8/26/14  HudBay Minerals Inc.              F-10/A                 6:1.5M                                   Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: F-10/A      Pre-Effective Amendment to Registration Statement   HTML    128K 
                          of a Foreign Private Issuer (Not                       
                          Effective Immediately)                                 
 2: EX-4.29     Instrument Defining the Rights of Security Holders  HTML    707K 
 3: EX-4.30     Instrument Defining the Rights of Security Holders  HTML    120K 
 4: EX-4.31     Instrument Defining the Rights of Security Holders  HTML    100K 
 5: EX-4.35     Instrument Defining the Rights of Security Holders  HTML     25K 
 6: EX-4.36     Instrument Defining the Rights of Security Holders  HTML     10K 

 

As filed with the Securities and Exchange Commission on August 25, 2014

 

Registration No. 333-197185

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

AMENDMENT NO. 2 TO

 

FORM F-10

 

 

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

 

HudBay Minerals Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Canada
(Province or Other Jurisdiction of Incorporation or Organization)

 

1000
(Primary Standard Industrial Classification Code Number)

 

98-0485558
(I.R.S. Employee Identification No.)

 

25 York Street, Suite 800
Toronto, Ontario
M5J 2V5, Canada
Telephone:  (416) 362-8181
(Address, including postal code, and telephone number, including area code, of Registrant’s principal executive offices)

 

Corporation Service Company
1180 Ave of the Americas, Suite 210
New York, NY 10036
Telephone:  (212) 299-5600
(Name, Address (Including Zip Code) and Telephone Number (Including Area Code) of Agent for Service in the United States)

 

Copies to:

 

 

Approximate date of commencement of proposed sale of the securities to the public:  as soon as practicable after this registration statement becomes effective.

 

Province of Ontario, Canada
(Principal Jurisdiction Regulating this Form F-10 Offering)

 

It is proposed that this filing shall become effective (check appropriate box):

 

A.            x          upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).

B.            o            at some future date (check appropriate box below):

1.              o            Pursuant to Rule 467(b) on (         ) at (         ) (designate a time not sooner than seven calendar days after filing).

2.              o            Pursuant to Rule 467(b) on (         ) at (         ) (designate a time seven calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on (         ).

3.              o            Pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.

4.              o            After the filing of the next amendment to this form (if preliminary material is being filed).

If any of the securities being registered on this Form F-10 are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box.  o

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price Per Unit			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Common Shares, without par value		291,383	(2)(3)	$	2.64		$	114,228,982.88	(3)(4)	$	14,712.69	(4)(10)
Common Share Purchase Warrants		22,781,695	(5)	N/A			N/A			N/A		(6)
Common Shares, without par value		22,781,695	(7)	$	15.77	(8)	$	359,267,330.15	(9)	$	46,273.63	(10)

 

(1)                                 Pursuant to Rule 429 under the Securities Act of 1933, the prospectus contained herein also relates to the 41,921,758 HudBay Minerals Inc. (“Hudbay” or the “Registrant”) common shares, without par value (“Hudbay Shares”), previously registered pursuant to registration statement 333-193876.

(2)                                 The maximum aggregate number of Hudbay Shares estimated to be issuable upon consummation of the Offer (as defined below) for all of the issued and outstanding common shares (the “Common Shares”) of Augusta Resource Corporation  (“Augusta”) and the subsequent amalgamation (the “Amalgamation”) of Augusta and 8988285 Canada Inc., an indirect, wholly-owned subsidiary of Hudbay, following which all Common Shares not previously acquired by Hudbay pursuant to the Offer (other than Common Shares for which a statutory dissent right is exercised) will be exchanged for consideration equal in value to, and (after the immediate and automatic redemption of redeemable preferred shares issued in connection with the Amalgamation) in the same form as, the consideration per Common Share paid to Augusta shareholders who deposited their Common Shares under the Offer, and the resulting amalgamated entity will be an indirect, wholly-owned subsidiary of Hudbay, assuming the exercise of all of the in-the-money convertible securities of Augusta and excluding any Common Shares owned directly or indirectly by Hudbay and its affiliates, is 42,213,141, calculated by multiplying (i) 134,009,970, which is the difference of (A) 157,068,555, the number of Common Shares that Augusta represented to be outstanding on a fully diluted basis (assuming the exercise of all the in-the-money convertible securities of Augusta) as of June 23, 2014 in that certain Support Agreement by and between Hudbay and Augusta, dated as of June 23, 2014 (and filed with the Commission by Hudbay on June 24, 2014 as Exhibit 99.2 to Amendment No. 4 to Schedule 13D/A and after giving effect to the 3,330,000 Common Share purchase warrants issued by Augusta in December 2013), minus (B) 23,058,585, the number of Common Shares owned directly or indirectly by Hudbay and its affiliates as of June 26, 2014 (such difference, the “Outstanding Common Share Amount”) by (ii) 0.315, the number of Hudbay Shares to be exchanged for each Common Share pursuant to the transactions described herein.  41,921,758 of the 42,213,141 Hudbay Shares estimated to be issuable upon consummation of the exchange offer (the “Offer”) and the Amalgamation were previously registered pursuant to registration statement 333-193876; therefore, 291,383 additional Hudbay Shares issuable upon consummation of the Offer and Amalgamation are being registered pursuant to this registration statement.

(3)                                 Estimated solely for the purpose of calculating the registration fee in accordance with General Instruction II.H to Form F-10.  The proposed maximum aggregate offering price is equal to the product of (i) US$2.635, the average of the high and low sale prices of the Common Shares as reported on the NYSE MKT on June 12, 2014, and (ii) 134,009,970 Common Shares in the aggregate that may be received by Hudbay or cancelled in the transaction described herein.  If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered on this Registration Statement changes, the provisions of Rule 416 under the Securities Act of 1933 shall apply to this registration statement.

(4)                                 Pursuant to Rule 457(p) of the Securities Act of 1933, the proposed maximum aggregate offering price resulting from the above calculation has been reduced by the $238,887,478.07 proposed aggregate offering price contained in the Registration Statement No. 333-193876.  The Registrant paid registration fees in the amount of $30,768.71 with respect to the offering price contained in the Registration Statement No. 333-193876 at the time of the filing of such Registration Statement.

(5)                                 Represents the maximum aggregate number of warrants to purchase one Hudbay Share (“Hudbay Warrants”) estimated to be issuable upon consummation of the Offer for all of the issued and outstanding Augusta Common Shares and the Amalgamation assuming the exercise of all the in-the-money convertible securities of Augusta, other than any Common Shares owned directly or indirectly by Hudbay and its affiliates, calculated by multiplying (a) the Outstanding Common Share Amount by (b) 0.17, the number of Hudbay Warrants to be exchanged for each Common Share pursuant to the transactions described herein.

(6)                                 In accordance with existing SEC interpretations, the entire registration fee for the Hudbay Warrants is allocated to the Hudbay Shares registered underlying the warrants, and no separate fee is recorded for the warrants to purchase Hudbay Shares.

(7)                                 Represents the maximum number of Hudbay Shares issuable upon the exercise of the warrants to be issued as part of the exchange offer and Amalgamation.

(8)                                 Converted into U.S. dollars based on the noon rate of exchange on June 26, 2014, as reported by the Bank of Canada, of 1.0707.

(9)                                 Represents the aggregate amount of additional consideration that is to be received in connection with the exercise of the Hudbay Warrants calculated in accordance with Rule 457(i) under the Securities Act of 1933.

(10)                          Previously paid.

 

If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered on this Registration Statement changes, the provisions of Rule 416 under the Securities Act of 1933, as amended, shall apply to this Registration Statement.

 

 

 

 

PART II

 

INFORMATION NOT REQUIRED TO BE DELIVERED
TO OFFEREES OR PURCHASERS.

 

Indemnification of Officers and Directors

 

The by-laws of Hudbay provide that, subject to the relevant provisions of the Canada Business Corporations Act, Hudbay  shall indemnify a director or officer of Hudbay, a former director or officer of Hudbay, or another individual who acts or acted at Hudbay’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with Hudbay or such other entity if (i) the individual acted honestly and in good faith with a view to the best interests of Hudbay or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at Hudbay’s request; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual has reasonable grounds for believing that the individual’s conduct was lawful.

 

Hudbay also maintains insurance for the benefit of its directors and officers against liability in their respective capacities as directors and officers.  The directors and officers are not required to pay any premium in respect of the insurance.  The policy contains standard industry exclusions.

 

Insofar as indemnification for liabilities arising under the United States Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

 

EXHIBITS TO FORM F-10

 

The exhibits to this Registration Statement are listed in the exhibit index, which appears elsewhere herein.

 

PART III

 

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

 

Item 1. Undertaking.

 

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to this Form F-10 or to transactions in said securities.

 

Item 2. Consent to Service of Process.

 

Concurrently with the filing of the initial Registration Statement, the Registrant filed with the Commission a written irrevocable consent and power of attorney on Form F-X.

 

Any change to the name or address of the agent for service of the Registrant shall be communicated promptly to the Commission by amendment to the applicable Form F-X referencing the file number of the Registration Statement.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Canada, on this 26th day of August, 2014.

 

	HUDBAY MINERALS INC.
	By:	/s/Patrick Donnelly
		Name:	Patrick Donnelly
		Title:	Vice President and General Counsel

 

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
*		President, Chief Executive Officer		August 26, 2014
David A. Garofalo		(Principal Executive Officer) and Director
*		Senior Vice President and Chief Financial Officer		August 26, 2014
David S. Bryson		(Principal Financial Officer)
*
G. Wesley Voorheis		Chairman and Director		August 26, 2014
*
Tom A. Goodman		Director		August 26, 2014
*
Alan R. Hibben		Director		August 26, 2014
*
W. Warren Holmes		Director		August 26, 2014
*
Sarah B. Kavanagh		Director		August 26, 2014
*
Michael T. Waites		Director		August 26, 2014

 

 

*By:	/s/Patrick Donnelly
	Patrick Donnelly
	Attorney-in-Fact

 

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