19:14:45 EDT Thu 25 Apr 2024
Enter Symbol
or Name
USA
CA



Hudbay Minerals Inc
Symbol HBM
Shares Issued 261,272,151
Close 2018-10-31 C$ 5.17
Market Cap C$ 1,350,777,021
Recent Sedar Documents

Mason Resources agrees to takeover by Hudbay

2018-10-31 16:44 ET - News Release

See News Release (C-MNR) Mason Resources Corp

Mr. Stephen Scott of Mason Resources reports

HUDBAY MINERALS TO ACQUIRE MASON RESOURCES

Mason Resources Corp. and Hudbay Minerals Inc. have entered into an arrangement agreement pursuant to which Hudbay will acquire the remaining 86 per cent of the issued and outstanding common shares of Mason that it does not already own.

Under the arrangement, Mason shareholders will receive 40 cents in cash for each Mason common share they own. The arrangement values Mason at $31-million, representing an attractive premium to recent Mason trading. The enterprise value to Hudbay, net of Mason's cash and Hudbay's current 14-per-cent ownership in Mason, is approximately $15-million (U.S.).

Stephen Scott, president and chief executive officer of Mason, commented: "We are excited to be announcing this transaction. We are very pleased with the progress we have made establishing the Ann Mason project as a world-class and highly prospective copper deposit. The acquisition by a well-run, diversified, cash-flowing base metal producer ensures a faster and lower-risk development path for the Ann Mason project. Given its significant scale, it is not feasible for Mason to develop the mine on a stand-alone basis in a timely fashion and without considerable equity dilution and financial risk. The acquisition of Mason by Hudbay provides an opportunity for shareholders to realize immediate value from their investment in Mason."

Alan Hair, president and chief executive officer of Hudbay, commented: "The acquisition of the Ann Mason project is another step in Hudbay's consistent strategy of accretive acquisitions of scarce, high-quality copper resources in mining-friendly jurisdictions. Ann Mason is an ideal fit for Hudbay's development pipeline and is at the stage where we can apply our exploration expertise, advance technical studies and leverage our proven mine development team to create value for our shareholders."

Mason is the 100-per-cent owner of the Ann Mason deposit located in the Yerington district of Nevada. Ann Mason has a National Instrument 43-101 (Standards of Disclosure for Mineral Projects) measured and indicated mineral resource of 1.4 billion tonnes grading 0.32 per cent copper, 0.006 per cent molybdenum, 0.03 gram per tonne gold and 0.65 gram per tonne silver and an inferred mineral resource of 623 million tonnes grading 0.29 per cent copper, 0.007 per cent molybdenum, 0.03 g/t gold and 0.66 g/t silver using a 0.2-per-cent-copper cut-off. For complete disclosure of Mason's mineral resource estimate, refer to the 2017 updated preliminary economic assessment on the Ann Mason project, Nevada, United States, with an effective date of March 3, 2017, available under Mason's profile at SEDAR and on Mason's website.

Summary of the arrangement

The arrangement is structured as a plan of arrangement pursuant to the Business Corporations Act (British Columbia) and will require the approval of the Supreme Court of British Columbia and the approval of: (i) at least two-thirds of the votes cast by Mason shareholders; and (ii) a majority of the votes cast by Mason shareholders excluding Hudbay and any other persons required to be excluded in accordance with Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions), at a special meeting of Mason shareholders, which is expected to be held in December, 2018.

The board of directors of Mason, having received a unanimous recommendation from a special committee of the board consisting entirely of independent directors, has unanimously approved the arrangement and recommends that Mason shareholders vote in favour of the arrangement. The special committee, in conducting its review of the arrangement, was advised by Canaccord Genuity Corp. as its financial adviser. In addition, the special committee obtained a formal, independent valuation in accordance with MI 61-101 and a fairness opinion from Haywood Securities Inc. The independent valuation was prepared by Haywood under the supervision of the special committee, and determined that, in Haywood's opinion, based upon and subject to the assumptions, limitations and qualifications set forth therein, the fair market value of the Mason common shares is in the range of 25 cents to 56 cents per Mason common share. In addition, Haywood has provided the special committee and board with a fairness opinion, stating that in its opinion, based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by Mason shareholders (other than Hudbay) under the arrangement is fair, from a financial point of view, to the Mason shareholders (other than Hudbay).

In connection with the arrangement, all of the directors and senior officers of Mason, as well as Mantos Copper (Bermuda) Ltd. (the locked-up shareholders), have entered into customary support agreements with Hudbay pursuant to which they have agreed to vote their Mason shares, representing 19.8 per cent of the issued and outstanding Mason shares, in favour of the arrangement. Together with Hudbay, the locked-up shareholders hold 33.7 per cent of the issued and outstanding Mason common shares.

Holders of Mason options and warrants that are in the money will receive cash consideration equal to the purchase price less the exercise price of each Mason option or warrant.

In addition to the aforementioned approvals, completion of the arrangement is subject to other customary conditions. The arrangement is not, however, subject to any regulatory approvals. The arrangement is expected to close in December, 2018.

The arrangement agreement provides for customary non-solicitation covenants on the part of Mason and a right in favour of Hudbay to match any unsolicited superior proposal. In the event that the arrangement is not completed in certain circumstances, Mason has agreed to pay Hudbay a termination fee of $1.6-million.

The full details of the arrangement and the MI 61-101 valuation will be set out in a management information circular, which will be mailed to Mason shareholders and filed with the Canadian securities regulatory authorities during November, 2018. The documents will also be available under Mason's profile on SEDAR and on Mason's website.

Advisers

Mason's financial advisers are Canaccord Genuity and Haywood Securities, and its legal adviser is Borden Ladner Gervais LLP.

Hudbay's financial adviser is BMO Capital Markets, and its legal adviser is Goodmans LLP.

Qualified person

Robert Cinits, PGeo, Mason's chief operating officer, a qualified person as defined by National Instrument 43-101, has approved the technical information in this news release.

About Mason Resources Corp.

Mason Resources is a well-financed Canadian company focused on copper exploration and development in the United States. The company's key asset is its 100-per-cent-owned Ann Mason project -- an extensive, prospective land package located in the Yerington district of Nevada. The Ann Mason project hosts two copper-molybdenum porphyry deposits, Ann Mason and Blue Hill, as well as numerous earlier-stage or untested priority targets. Mason also holds a 100-per-cent interest in the Lordsburg property, an exciting earlier-stage copper-gold porphyry project, located within a historical mining district in New Mexico.

About Hudbay Minerals Inc.

Hudbay is an integrated mining company primarily producing copper concentrate (containing copper, gold and silver), zinc concentrate, molybdenum concentrate and zinc metal. With assets in North and South America, the company is focused on the discovery, production and marketing of base and precious metals. Directly and through its subsidiaries, Hudbay owns four polymetallic mines, four ore concentrators and a zinc production facility in Northern Manitoba and Saskatchewan (Canada) and Cusco (Peru), and a copper project in Arizona (United States). The company's growth strategy is focused on the exploration and development of properties it already controls, as well as other mineral assets it may acquire that fit its strategic criteria.

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