Announcement • Jun 25
Hudbay Minerals Inc. (TSX:HBM) completed the acquisition of remaining 90.01% stake in Arizona Sonoran Copper Company Inc. (TSX:ASCU).
Hudbay Minerals Inc. (TSX:HBM) entered into a non-binding letter of intent to acquire remaining 90.01% stake in Arizona Sonoran Copper Company Inc. (TSX:ASCU) on February 20, 2026. Hudbay Minerals Inc. entered into a definitive agreement to acquire remaining 90.01% stake in Arizona Sonoran Copper Company Inc. from a group of shareholders for CAD 1.8 billion on March 1, 2026. Under the terms of the transaction, each ASCU shareholder will receive 0.242 of a Hudbay common share for each ASCU common share held. The offer implies a value of CAD 9.35 per ASCU share based on Hudbay's closing share price on the Toronto Stock Exchange on February 27, 2026. Hudbay currently owns 20.8 million common shares, representing approximately 9.99% of the outstanding basic shares of ASCU. Following completion of the Transaction, Hudbay will beneficially own 100% of the issued and outstanding Shares of Arizona Sonoran Copper Company Inc. The Transaction will also result in Hudbay owning a 100% interest in ASCU’s Cactus project. Following the closing of the transaction, existing Hudbay and ASCU shareholders will own approximately 89% and 11% of Hudbay, respectively. Arizona Sonoran Copper Company Shares will be de-listed from and/or cease to be quoted on the TSX and the OTCQX Best Market. In case of termination, Arizona Sonoran Copper Company Inc. will pay CAD 70 million, or approximately 3.5% of the implied Consideration value based
on the closing price of the Common Shares on the TSX as at February 27, 2026.
The transaction is subject to shareholder approval and satisfaction of certain other closing conditions customary in transactions of this nature, including certain U.S. and Canadian regulatory approvals, court approval, listing of new shares on stock exchange, Competition Act Clearance and stock exchange approvals. The Board of Directors of both companies have unanimously approved the transaction. The transaction is expected to close in the second quarter of 2026. The addition of Cactus is expected to be accretive to key Hudbay per-share metrics, increasing net asset value per share and bolstering copper reserves and resources per share. On March 17, 2026, the TSX conditionally approved the listing of the Consideration Shares, and on April 1, 2026, the TSX conditionally approved the Arrangement. As of May 4, 2026, Institutional Shareholder Services Inc. recommended that Arizona Sonoran Copper Company shareholders vote FOR the proposed arrangement at the special meeting of securityholders scheduled for May 11, 2026. As of May 11, 2026, the transaction has been approved by the shareholders of Arizona.
TD Securities, Inc. acted as financial advisor to Hudbay Minerals Inc. National Bank Financial Inc. acted as strategic advisor to Hudbay Minerals Inc. Scotiabank, Inc. acted as financial advisor and fairness opinion provider to Arizona Sonoran Copper Company Inc. Origin Merchant Partners acted as fairness opinion provider to Arizona Sonoran Copper Company Inc. The team of Osler, Hoskin & Harcourt LLP led by James Brown, Lynne Lacoursiere, David Davachi, Jean-Philippe Dionne, Shuli Rodal, Damian Rigolo, Andrea Boctor, Evan Barz and Teresa Tomchak and the team of Paul, Weiss, Rifkind, Wharton and Garrison LLP led by Ian Hazlett, Christopher Gonnella, Matthew Jordan, Nathan Mitchell and John Magruder acted as legal advisors to Arizona Sonoran Copper Company Inc. National Bank Financial Inc acted as financial advisor to Hudbay Minerals Inc. Goodmans LLP acted as legal advisor to Hudbay Minerals Inc. TSX Trust Company acted as transfer agent for Arizona Sonoran Copper Company Inc. Shorecrest Group Ltd. acted as information agent for Arizona Sonoran Copper Company Inc. for a fee of CAD 45,000.
Hudbay Minerals Inc. (TSX:HBM) completed the acquisition of remaining 90.01% stake in Arizona Sonoran Copper Company Inc. (TSX:ASCU) on June 24, 2026. Following closing of the Transaction, the Arizona Sonoran Copper Company Inc Shares will be delisted from the Toronto Stock Exchange.
