Hudbay Minerals SEC Filings

Hudbay Minerals Inc. plans to acquire Arizona Sonoran Copper Company through a share‑for‑share deal. Each ASCU common share will be exchanged for 0.242 Hudbay common shares under a court‑approved plan of arrangement in British Columbia.

Based on Hudbay’s TSX closing price on February 27, 2026, the consideration equals about C$9.35 per ASCU share and an implied US$1.48 billion equity value for ASCU. After closing, existing Hudbay shareholders are expected to own roughly 89% of the combined company and former ASCU shareholders about 11%.

The transaction requires multiple approvals, including ASCU securityholder votes, Canadian and U.S. regulatory clearances, TSX and NYSE listing approvals for new Hudbay shares, and court approval. It is expected to close in the second quarter of 2026, after which ASCU shares will be delisted from the TSX and ASCU will seek to cease being a reporting issuer in Canada.

Hudbay Minerals Inc. has entered into an arrangement agreement to acquire all outstanding common shares of Arizona Sonoran Copper Company Inc. that it does not already own. Shareholders of Arizona Sonoran will receive 0.242 of a Hudbay common share for each of their shares, valuing the consideration at approximately C$9.35 per share and about US$1,480 million in equity value based on the Hudbay share price on the TSX on February 27, 2026. Hudbay currently beneficially owns 20,844,771 Arizona Sonoran shares, representing 9.99% of the outstanding class, and expects to own 100% upon completion. After closing, Arizona Sonoran shares are expected to be delisted from the TSX and OTCQX, and Hudbay may seek to have the company cease to be a reporting issuer in Canada.

Hudbay Minerals Inc. has agreed to acquire all remaining shares of Arizona Sonoran Copper Company in an all-share transaction, offering 0.242 Hudbay share per ASCU share. This values ASCU at approximately C$9.35 per share, a 30% premium to its February 27, 2026 closing price, and about US$1,480 million in equity value.

The deal will give Hudbay 100% of the Cactus copper project in Arizona, creating a major copper district alongside its Copper World project. Hudbay expects to scale annual copper production from roughly 125,000 tonnes today to more than 250,000 tonnes by 2030 with Copper World and other near-term projects, and potentially beyond 350,000 tonnes including Cactus.

Hudbay and ASCU boards unanimously approved the arrangement, which requires multiple shareholder approvals, court and regulatory clearances and is expected to close in the second quarter of 2026. After closing, Hudbay shareholders will own about 89% of the combined company and ASCU shareholders about 11%.

Hudbay Minerals Inc. filed a Form 6-K providing its audited 2025 IFRS financial statements and confirming effective internal controls. Deloitte issued unqualified opinions on both the financial statements and internal control over financial reporting.

For 2025, Hudbay generated revenue of $2,211.0 million, up from $2,021.2 million in 2024. Net income rose sharply to $564.3 million, versus $67.8 million a year earlier, with earnings attributable to owners of the company of $568.5 million, or $1.44 per basic and diluted share, compared with $0.20 in 2024. Results benefited from a sizeable impairment reversal of $322.3 million.

Operating cash flow before working capital was $764.3 million, leading to net cash from operating activities of $707.3 million. Hudbay invested $466.7 million in property, plant and equipment and used cash to repurchase senior notes and reduce long-term debt, which declined to $536.5 million from $1,107.5 million. Total equity attributable to owners increased to $3,231.0 million, and non‑controlling interests were eliminated following the Copper Mountain buyout. An annual goodwill test for the British Columbia cash-generating unit concluded there was no impairment.

GMT Capital Corp. and its control person Thomas E. Claugus report beneficial ownership of 24,641,220 shares of Hudbay Minerals Inc. common stock, representing 6.22% of the class. This percentage is calculated using 396,148,639 shares outstanding as of November 10, 2025.

The shares are held through various managed funds and accounts over which the filers have shared voting and dispositive power. They certify the position is held in the ordinary course of business and not for the purpose of changing or influencing control of Hudbay.

FIL Limited and related entities report a significant passive stake in Hudbay Minerals Inc. They disclose beneficial ownership of 33,143,172 shares of Hudbay common stock, representing 8.4% of the class as of December 31, 2025.

FIL Limited holds sole voting power over 30,775,962 shares and sole dispositive power over 33,143,172 shares, with no shared voting or dispositive power. Economic interests are held on behalf of multiple underlying investors, and no other single person has more than 5% of Hudbay’s outstanding common stock.

The filing is made on a Schedule 13G basis, with FIL certifying that the shares were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control of Hudbay Minerals.

Dimensional Fund Advisors LP filed an amended Schedule 13G reporting passive ownership in Hudbay Minerals Inc. common stock. Dimensional reports beneficial ownership of 19,442,955 shares, representing 4.9% of the outstanding common stock. It has sole voting power over 19,381,587 shares and sole dispositive power over 19,442,955 shares.

The shares are owned by various funds and accounts it advises (the “Funds”), and Dimensional states it may be deemed a beneficial owner due to its voting and investment authority but disclaims beneficial ownership of these securities. Dimensional also certifies that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Hudbay Minerals.