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Hudbay (HBM) completes all-share takeover of Arizona Sonoran Copper

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Hudbay Minerals Inc. has closed its previously announced acquisition of Arizona Sonoran Copper Company Inc. through a court-approved plan of arrangement effective June 24, 2026. Hudbay acquired all Arizona Sonoran common shares it did not already own, making Arizona Sonoran a wholly owned subsidiary.

Former Arizona Sonoran shareholders and holders of certain equity awards received 0.242 of a Hudbay common share for each Arizona Sonoran share or equivalent. In total, Hudbay issued 46,794,082 Hudbay shares as consideration. Arizona Sonoran’s shares have been delisted from the Toronto Stock Exchange and OTCQX, while Hudbay shares remain listed on the NYSE and TSX under the ticker HBM.

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Insights

Hudbay completed an all-share acquisition of Arizona Sonoran, expanding its copper asset base.

The transaction makes Arizona Sonoran a wholly owned subsidiary of Hudbay, with consideration paid entirely in equity. Hudbay issued 46,794,082 new common shares, using a fixed exchange ratio of 0.242 Hudbay share per Arizona Sonoran share or equivalent award.

This structure preserves cash but increases the share count, so future performance will depend on how effectively Hudbay integrates and develops the acquired assets relative to the dilution. Arizona Sonoran’s delisting and reporting-issuer status changes concentrate public-market exposure at the Hudbay level.

Shares issued as consideration 46,794,082 shares Hudbay shares issued under the arrangement
Exchange ratio 0.242 Hudbay share per ASCU share Consideration for each Arizona Sonoran common share or equivalent
Effective transaction date June 24, 2026 Date the acquisition closed and arrangement became effective
Arizona Sonoran delisting date June 25, 2026 Delisting from TSX and OTCQX as of market close
Hudbay reporting status Reporting issuer in all Canadian provinces and territories Status following completion of the arrangement
Hudbay trading venues NYSE and TSX (ticker HBM) Listing venues for Hudbay common shares
Material Change Report regulatory
"On June 30, 2026, Hudbay filed ... a Material Change Report."
A material change report is a public notice that a company must file and share whenever new information or an event is significant enough to likely influence an investor’s decision. Think of it like an urgent update board that tells shareholders about big shifts—such as major deals, leadership changes, sudden losses, or legal issues—so investors can reassess risk and value with the same facts everyone else has.
plan of arrangement regulatory
"acquisition ... by way of a court-approved plan of arrangement (the "Arrangement")"
A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.
reporting issuer regulatory
"Hudbay is, and will continue to be, a reporting issuer in all provinces and territories of Canada"
A reporting issuer is a company or investment fund legally required to provide regular, public financial and corporate updates to securities regulators and investors. For investors it matters because those routine filings act like a business’s recurring health reports—offering consistent, official information to assess performance, risks and value so people can make informed buy, sell or compare decisions.
restricted share units financial
"former holders of options, restricted share units and deferred share units of Arizona Sonoran"
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
deferred share units financial
"former holders of options, restricted share units and deferred share units of Arizona Sonoran"
Deferred share units are promises that give an executive or director the right to receive company shares or their cash value at a future date, often when they retire or leave the company. Think of them as a paycheck held in a savings account that converts into stock later; they matter to investors because they tie pay to long-term performance, create potential future dilution of shares, and represent a delayed cash or share obligation the company must eventually fulfill.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What material change did Hudbay Minerals (HBM) report in this 6-K?

Hudbay reported it closed its acquisition of Arizona Sonoran Copper Company via a court-approved plan of arrangement. Arizona Sonoran became a wholly owned subsidiary, and Hudbay paid equity consideration, issuing new common shares to former Arizona Sonoran shareholders and certain equity award holders.

What did Arizona Sonoran shareholders receive in the Hudbay (HBM) acquisition?

Former Arizona Sonoran shareholders received 0.242 of a Hudbay common share for each Arizona Sonoran common share. The same 0.242-share exchange ratio applied to equivalent shares underlying options, restricted share units, and deferred share units following the effective time of the transaction.

How many new shares did Hudbay issue for the Arizona Sonoran deal?

Hudbay issued 46,794,082 Hudbay common shares as consideration under the arrangement. These shares were delivered to former Arizona Sonoran shareholders and former holders of options, restricted share units, and deferred share units tied to Arizona Sonoran common shares.

What happened to Arizona Sonoran’s stock listings after the Hudbay acquisition?

After the arrangement closed, Arizona Sonoran’s common shares were delisted from the Toronto Stock Exchange and the OTCQX Best Market as of the close of markets on June 25, 2026, concentrating trading liquidity in Hudbay’s own listed shares.

Is Arizona Sonoran still a reporting issuer after Hudbay’s acquisition?

Arizona Sonoran applied to cease being a reporting issuer under Canadian securities laws in each province and territory where it was a reporting issuer. In contrast, Hudbay remains a reporting issuer across Canada, with its shares continuing to trade on the NYSE and TSX.

On which exchanges do Hudbay Minerals (HBM) shares trade after this transaction?

Hudbay shares continue to trade on the New York Stock Exchange and the Toronto Stock Exchange under the ticker “HBM”. The acquisition did not change Hudbay’s listing venues, only the status and listings of Arizona Sonoran’s former shares.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

Commission File Number: 001-34244

HUDBAY MINERALS INC.
(Translation of registrant’s name into English)

25 York Street, Suite 800
Toronto, Ontario
M5J 2V5, Canada
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [   ]                    Form 40-F [X]

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [   ]                     No [X]

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _____________________________

EXPLANATORY NOTE

On June 30, 2026, Hudbay Minerals Inc. (“Hudbay”) filed on the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR) website at www.sedarplus.ca the following documents: (1) Material Change Report.

Copies of the filings are attached to this Form 6-K and incorporated herein by reference, as follows:

  • Exhibit 99.1 — Material Change Report

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  HUDBAY MINERALS INC.
  (registrant)
     
  By: /s/ Mark Haber
  Name: Mark Haber
  Title: Vice President, Legal and Corporate Secretary

Date: June 30, 2026

3

EXHIBIT INDEX

The following exhibits are furnished as part of this Form 6-K:

Exhibit   Description
   
99.1   Material Change Report

4

 

FORM 51-102F3

MATERIAL CHANGE REPORT

NATIONAL INSTRUMENT 51-102

ITEM 1 Name and Address of Company

Hudbay Minerals Inc. ("Hudbay")

25 York Street, Suite 800

Toronto, Ontario M5J 2V5

ITEM 2 Date of Material Change

June 24, 2026

ITEM 3 News Release

On June 24, 2026, a news release relating to the material change referred to herein was issued through Globe Newswire and filed on SEDAR+ and EDGAR under Hudbay's profile at www.sedarplus.ca and www.sec.gov, respectively.

ITEM 4 Summary of Material Change

On June 24, 2026, Hudbay announced the closing of its previously announced acquisition of Arizona Sonoran Copper Company Inc. ("Arizona Sonoran") by way of a court-approved plan of arrangement (the "Arrangement"), pursuant to which Hudbay acquired all of the issued and outstanding common shares of Arizona Sonoran not already owned by Hudbay, effective as of June 24, 2026 (the "Transaction"). Arizona Sonoran is now a wholly-owned subsidiary of Hudbay and, in accordance with the terms of the Transaction, former Arizona Sonoran shareholders (other than Hudbay) received 0.242 of a Hudbay common share (each whole Hudbay common share, a "Hudbay Share") for each Arizona Sonoran common share (each, an "ASCU Share") held immediately prior to the effective time of the Transaction or, in the case of former holders of options, restricted share units and deferred share units of Arizona Sonoran, for each ASCU Share held immediately following the effective time of the Transaction.

ITEM 5 Full Description of Material Change

On June 24, 2026, Hudbay announced the closing of the Transaction. Arizona Sonoran is now a wholly-owned subsidiary of Hudbay and, in accordance with the terms of the Transaction, former Arizona Sonoran shareholders (other than Hudbay) received 0.242 of a Hudbay Share for each ASCU Share held immediately prior to the effective time of the Transaction or, in the case of former holders of options, restricted share units and deferred share units of Arizona Sonoran, for each ASCU Share held immediately following the effective time of the Transaction. In aggregate, Hudbay issued 46,794,082 Hudbay Shares as consideration under the Arrangement to former Arizona Sonoran shareholders and former holders of options, restricted share units and deferred share units of Arizona Sonoran.

Following the completion of the Arrangement, the common shares of Arizona Sonoran were delisted from the Toronto Stock Exchange and the OTCQX Best Market as of the close of markets on June 25, 2026. Arizona Sonoran has applied to cease to be a reporting issuer under Canadian securities laws in each of the provinces and territories of Canada in which it is a reporting issuer.

- 2 -

Hudbay is, and will continue to be, a reporting issuer in all provinces and territories of Canada and the Hudbay Shares are, and will remain, listed for trading on the New York Stock Exchange and the Toronto Stock Exchange under the ticker "HBM".

Full details of the Arrangement and certain other matters are set out in the management information circular of Arizona Sonoran dated April 7, 2026, a copy of which has been filed under Arizona Sonoran's issuer profile on SEDAR+ at www.sedarplus.ca.

ITEM 5.2 Disclosure for Restructuring Transactions

Not applicable.

ITEM 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

ITEM 7 Omitted Information

None.

ITEM 8 Executive Officer

For further information, please contact:

Candace Brûle
Senior Vice President, Capital Markets and Corporate Affairs
(416) 362-8181
investor.relations@hudbayminerals.com

ITEM 9 Date of Report

June 30, 2026. 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

1 document

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