Hudbay to acquire Rockcliff to consolidate Snow Lake Camp

Hudbay Minerals and Rockcliff Metals are pleased to announce that they have entered into a definitive agreement pursuant to which Hudbay will acquire 100% of the issued and outstanding common shares of Rockcliff that it does not already own. Under the Arrangement Rockcliff shareholders will receive 0.006776 of a Hudbay common share for each Rockcliff common share held, representing an attractive premium to Rockcliff’s recent trading price. The enterprise value to Hudbay, net of Rockcliff’s cash, is approximately $13M. Rockcliff is the 49% joint venture partner on Hudbay’s Talbot project and also owns 100% of six additional deposits in the Snow Lake region. Rockcliff is one of the largest landholders in the Snow Lake area with approximately 1,800 km2 across all its properties. Rockcliff has measured and indicated mineral resources of 7.9 million tonnes grading 3.60%i copper equivalent and inferred mineral resources of 5.1 million tonnes grading 3.19%i copper equivalent. The Arrangement will be implemented by way of a court-approved plan of arrangement pursuant to the Business Corporations Act and will require the approval of the Ontario Superior Court of Justice and the approval of at least two-thirds of the votes cast by Rockcliff shareholders at a special meeting of Rockcliff shareholders which is expected to be held in the third quarter of 2023. In addition to the aforementioned approvals, completion of the Arrangement is subject to other customary conditions and stock exchange approvals. The Arrangement is expected to close in the third quarter of 2023. The Arrangement Agreement provides for customary deal protection provisions, including non-solicitation covenants on the part of Rockcliff and a right in favour of Hudbay to match any unsolicited superior proposal. In the event that the Arrangement Agreement is terminated in certain circumstances, Rockcliff has agreed to pay Hudbay a termination fee of C$700,000.