UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 40-F
[Check one]
[ ] REGISTRATION
STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION
13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31,
2017
Commission File Number
001-34244
HUDBAY MINERALS INC.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrants name into
English (if applicable))
Canada
(Province or other jurisdiction of
incorporation or organization)
1000
(Primary Standard Industrial
Classification Code Number (if applicable))
98-0485558
(I.R.S. Employer Identification
Number (if applicable))
25 York Street
Suite 800
Toronto,
Ontario
M5J 2V5, Canada
416 362-8181
(Address and telephone number of Registrants principal executive
offices)
Corporation Service Company
2711 Centerville Road,
Suite 400
Wilmington, DE 19808
302 636-5401
(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)
Securities registered or to be registered pursuant to
Section 12(b) of the Act.
Title of each class
|
Name of each exchange on which
registered
|
Common Shares, no par value
|
The New York Stock Exchange
|
Common Share Purchase Warrants
|
The New York Stock Exchange
|
Securities registered or to be registered pursuant to
Section 12(g) of the Act.
N/A
(Title of Class)
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act.
N/A
(Title of Class)
For annual reports, indicate by check mark the information filed
with this form:
[X] Annual Information Form
|
[X] Audited Annual
Financial Statements
|
Indicate the number of outstanding shares of each of the
issuers classes of capital or common stock as of the close of the period
covered by the annual report: As at December 31, 2017, 261,271,188 common shares
were outstanding.
Indicate by check mark whether the registrant: (1) has filed
all reports required to be filed by Section 13(d) or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports); and (2) has been subject to such filing
requirements in the past 90 days.
Yes
[X]
No [ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the Registrant was required to submit and post such
files).
Yes
[X]
No [ ]
EXPLANATORY NOTE
Hudbay Minerals Inc. (the
Registrant) is a Canadian issuer eligible to file its annual report (Annual
Report) pursuant to Section 13(a) of the Exchange Act, on Form 40-F pursuant to
the multi-jurisdictional disclosure system under the Exchange Act. The
Registrant is a foreign private issuer as defined in Rule 405 under the
Securities Act of 1933, as amended, and Rule 3b-4 under the Exchange Act. The
equity securities of the Registrant are accordingly exempt from Sections 14(a),
14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 under the
Exchange Act.
The Registrant is permitted, under the
multi-jurisdictional disclosure system adopted by the United States and Canada,
to prepare this Annual Report on Form 40-F in accordance with Canadian
disclosure requirements, which are different from those of the United States.
This Annual Report contains references
to both United States dollars and Canadian dollars. All dollar amounts
referenced, unless otherwise indicated, are expressed in Untied States dollars,
and Canadian dollars are referred to as Canadian dollars or C$.
DOCUMENTS INCORPORATED BY REFERENCE
The Registrants Annual Information
Form (AIF) for the fiscal year ended December 31, 2017 is incorporated herein
by reference as Exhibit 99.1.
The audited consolidated financial
statements (the Audited Annual Financial Statements) of the Registrant for the
years ended December 31, 2017 and 2016, including the reports of the Independent
Registered Public Accounting Firm with respect thereto, are incorporated herein
by reference as Exhibit 99.2. The Audited Annual Financial Statements have been
prepared using accounting policies consistent with International Financial
Reporting Standards (IFRS) as issued by the International Accounting Standards
Board.
The Registrants Managements
Discussion & Analysis for the year ended December 31, 2017 is incorporated
herein by reference as Exhibit 99.3.
The Registrants Disclosure Pursuant
to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection
Act is incorporated herein by reference as Exhibit 99.4.
The Registrants amended Code of
Business Conduct and Ethics is incorporated herein by reference as Exhibit 99.5.
DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by
this Annual Report for the Registrants fiscal year ended December 31, 2017, an
evaluation of the effectiveness of the Registrants disclosure controls and
procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the
Exchange Act) was carried out by the Registrants management with the
participation and supervision of the principal executive officer and principal
financial officer. Based upon that evaluation, the Registrants principal
executive officer and principal financial officer have concluded that as of
December 31, 2017, the Registrants disclosure controls and procedures are
effective to ensure that information required to be disclosed by the Registrant
in reports that it files or submits under the Exchange Act is (i) recorded,
processed, summarized and reported within the time periods specified in
Commission rules and forms and (ii) accumulated and communicated to the
Registrants management, including its principal executive officer and principal
financial officer, to allow timely decisions regarding required disclosure.
INTERNAL CONTROL OVER FINANCIAL REPORTING
The disclosure provided under
Internal control over financial reporting (ICFR) on page 47 of Exhibit 99.3,
Managements Discussion & Analysis for the Year Ended December 31, 2017, is
incorporated by reference herein. The Registrant did not make any changes to its
internal control over financial reporting (as such term is defined in Rules
13a-15(f) and 15d-15(f) of the Exchange Act) during the year ended December 31,
2017 that materially affected, or are reasonably likely to materially affect,
its internal control over financial reporting.
Managements report dated February 21,
2018 on the Registrants internal control over financial reporting contained in
Exhibit 99.2, Audited Annual Financial Statements, is incorporated by reference
herein.
The Registrants internal control over
financial reporting as of December 31, 2017 has been audited by Deloitte LLP
(Deloitte), Independent Registered Public Accounting Firm who also audited the
Registrants Consolidated Financial Statements for the years ended December 31,
2017 and 2016. Deloitte expressed an unqualified opinion on the effectiveness of
the Registrants internal control over financial reporting.
All internal control systems, no
matter how well designed, have inherent limitations. As a result, even systems
determined to be effective may not prevent or detect misstatements on a timely
basis, as systems can provide only reasonable assurance that the objectives of
the control system are met. In addition, projections of any evaluation of the
effectiveness of internal control over financial reporting to future periods are
subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may
change.
ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING
FIRM
The disclosure provided in the two
reports of Deloitte titled Report of Independent Registered Public Accounting
Firm contained in Exhibit 99.2, Audited Annual Financial Statements for the
years ended December 31, 2017 and 2016, are incorporated herein by
reference.
BLACKOUT PERIODS
There were no blackout periods, as
defined under Rule 100(b) of Regulation BTR, requiring notice pursuant to Rule
104 of Regulation BTR during the fiscal year ended December 31, 2017.
AUDIT COMMITTEE IDENTIFICATION AND FINANCIAL EXPERT
As at December 31, 2017, the
Registrants audit committee consisted of Sarah B. Kavanagh, Carol T. Banducci,
Tom A. Goodman and Alan J. Lenczner. The Registrants board of directors has
determined that each of Ms. Kavanagh, Ms. Banducci, Mr. Goodman and Mr. Lenczner
is an audit committee financial expert within the meaning of the Commissions
rules. Each of Ms. Kavanagh, Ms. Banducci, Mr. Goodman and Mr. Lenczner is also
independent under the criteria of Rule 10A-3 of the Exchange Act as required
by the New York Stock Exchange (the NYSE). The Commission has indicated that
the designation of Ms. Kavanagh, Ms. Banducci, Mr. Goodman and Mr. Lenczner as
audit committee financial experts does not make any of them an expert for any
purpose or impose any duties, obligations or liability on Ms. Kavanagh, Ms.
Banducci, Mr. Goodman and Mr. Lenczner that are greater than those imposed on
members of the audit committee and board of directors who do not carry this
designation. The audit committees charter sets out its responsibilities and
duties, qualifications for membership, procedures for committee appointment and
reporting to the Registrants board of directors. A copy of the current charter
is attached to the AIF as Schedule C and is available on the Registrants
website at www.hudbayminerals.com/English/About-Us/Governance/default.aspx.
CODE OF ETHICS
The Registrant has adopted a Code of
Business Conduct and Ethics (the Code of Ethics) that applies to its principal
executive officer, principal financial officer, principal accounting officer or
controller and persons performing similar functions. A copy of the Code of
Ethics is available on the Registrants website at
www.hudbayminerals.com/English/About-Us/Governance/default.aspx. The Registrant
undertakes to provide to any person, without charge, upon request, a copy of the
Code of Ethics. Requests for copies of the Code of Ethics should be made by
contacting the Registrants Vice President and General Counsel at 416 362-8181.
No waivers of the Registrants Code of Ethics were granted to any principal
officer of the Registrant or any person performing similar functions during the
fiscal year ended December 31, 2017.
During the fiscal year ended December
31, 2017, the Registrant conducted a review of its Code of Ethics to consider
whether any amendments were advisable or required. Following that review, in the
fiscal year ended December 31, 2017, the Registrant made certain amendments to
its Code of Ethics relating to the approval that must be sought before Hudbay
personnel accept an appointment as a director or officer of another entity. All
further amendments to the Code of Ethics, and all waivers of the Code of Ethics
with respect to any of the officers covered by it, will be posted on the
Registrants website at
www.hudbayminerals.com/English/About-Us/Governance/default.aspx. The above
description is qualified in its entirety by reference to the Registrants
amended Code of Ethics, which is attached hereto as Exhibit 99.5 and
incorporated by reference.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information provided under the
heading Audit Committee Disclosure on page 43 of the AIF is incorporated by
reference herein. All audit services, audit-related services, tax services, and
other services provided for the fiscal year ended December 31, 2017 were
pre-approved by the audit committee in accordance with the Registrants
pre-approval policy as described under the heading Policy Regarding Non-Audit
Services Rendered by Auditors on page 44 of the AIF.
Audit Fees
The aggregate fees billed by Deloitte,
the Registrants independent auditor, for the fiscal years ended December 31,
2016 and December 31, 2017, respectively, for auditing annual financial
statements and reviewing the interim financial statements, as well as services
normally provided by Deloitte in connection with the Registrants statutory and
regulatory filings for such fiscal years were C$1,970,314 and C$1,827,735,
respectively.
Audit-Related Fees
The aggregate fees billed by Deloitte
for the fiscal years ended December 31, 2016 and December 31, 2017,
respectively, for audit-related fees, which are fees for assurance and services
related to Deloittes role, including attest services not required by statute or
regulation and other audit related services, for such fiscal years were
C$198,660 and C$459,303, respectively.
Tax Fees
There were no tax fees billed by
Deloitte for the fiscal years ended December 31, 2016 and December 31, 2017.
All Other Fees
There were no other fees billed by
Deloitte for the fiscal years ended December 31, 2016 and December 31, 2017.
OFF-BALANCE SHEET ARRANGEMENTS
The Registrant has no off-balance
sheet arrangements that have or are reasonably likely to have a current or
future effect on the Registrants financial condition, changes in financial
condition, revenues or expenses, results of operation, liquidity, capital
expenditures or capital resources that is material to investors.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The disclosure provided under
Contractual Obligations and Commitments on page 34 of Exhibit 99.3,
Managements Discussion & Analysis for the Year Ended December 31, 2017, is
incorporated by reference herein.
COMPARISON WITH NEW YORK STOCK EXCHANGE GOVERNANCE
RULES
The NYSE requires that each listed
company meet certain corporate governance standards. These standards supplement
the corporate governance reforms adopted by the United States Securities and
Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002.
Under the NYSEs Listed Company
Manual, a foreign private issuer, such as the Registrant, is not required to
comply with most of the NYSE corporate governance standards. However, foreign
private issuers are required to disclose any significant ways in which
their corporate governance practices differ from those followed by U.S.
companies under the NYSE corporate governance standards.
The Registrant is subject to the
listing standards of the Toronto Stock Exchange (the TSX) and the corporate
governance rules of Canadian Securities Administrators. These listing standards
and corporate governance rules are substantially similar to the NYSE listing
standards. The Registrant complies with these TSX listing standards and Canadian
corporate governance rules.
The following are the significant ways
in which the Registrants governance practices differ from those followed by
domestic companies under the NYSE corporate governance standards:
Director
Independence
The Registrant determines independence
of its directors under the policies of the Canadian Securities Administrators.
For a director to be considered independent under the policies of the Canadian
Securities Administrators, he or she must have no direct or indirect material
relationship with us, being a relationship that could, in the view of the board
of directors reasonably be expected to interfere with the exercise of his or her
independent judgment, and must not be in any relationship deemed to be not
independent pursuant to such policies. To assist in determining the independence
of directors for purposes that include compliance with applicable legal and
regulatory requirements and policies, the board of directors has adopted certain
categorical standards, which are part of our Corporate Governance Guidelines.
The Registrants board of directors also determines whether each member of the
Registrants audit committee is independent pursuant to National Instrument
52-110 Audit Committees and Rule 10A-3 of the Exchange Act. The Registrants
board of directors has not adopted the director independence standards contained
in Section 303A.02 of the NYSE's Listed Company Manual.
Approval of Equity
Compensation Plans
Section 303A.08 of the NYSEs Listed
Company Manual requires shareholder approval of all equity compensation plans
and material revisions to such plans. The definition of equity compensation
plans covers plans that provide for the delivery of both newly issued and
treasury securities, as well as plans that rely on securities re-acquired in the
open market by the issuing company for the purpose of redistribution to
employers and directors. The TSX rules only require that shareholders approve
the adoption of equity compensation plans that provide for new issuances of
securities. Any amendments to such plans are subject to shareholder approval
unless the specific equity compensation plan contains detailed provisions,
approved by the shareholders, which specify those amendments requiring
shareholder approval and those amendments which can be made without shareholder
approval. The Registrant follows the TSX rules with respect to the requirements
for shareholder approval of equity compensation plans and revisions to such
plans.
Shareholder Approval
Requirement
In lieu of Section 312 of the NYSEs
Listed Company Manual, the Registrant will follow the TSX rules for shareholder
approval of new issuances of its common shares. Following the TSX rules,
shareholder approval is required for certain issuances of shares that (i)
materially affect control of the Registrant or (ii) provide consideration to
insiders in aggregate of 10% or greater of the market capitalization of the
listed issuer and have not been negotiated at arms length. Shareholder approval
is also required, pursuant to the TSX rules, in the case of private placements
(x) for an aggregate number of listed securities issuable greater than 25% of
the number of securities of the listed issuer which are outstanding, on a
non-diluted basis, prior to the date of closing of the transaction if the price
per security is less than the market price or (y) that during any six month
period are to insiders for listed securities or options, rights or other
entitlements to listed securities greater than 10% of the number of securities
of the listed issuer which are outstanding, on a non-diluted basis, prior to the
date of the closing of the first private placement to an insider during the six
month period.
MINE SAFETY DISCLOSURE
Pursuant to Section 1503(a) of the
Dodd-Frank Wall Street Reform and Consumer Protection Act, issuers that are
operators, or that have a subsidiary that is an operator, of a coal or other
mine are required to disclose in their periodic reports filed with the
Commission information regarding specified health and safety violations, orders
and citations, related assessments and legal actions, and mining-related
fatalities. For information regarding the Registrants mine safety disclosures,
see Disclosure Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform
and Consumer Protection Act filed as Exhibit 99.4 to this Annual Report on Form
40-F.
UNDERTAKING
The Registrant undertakes to make
available, in person or by telephone, representatives to respond to inquiries
made by the Commission staff, and to furnish promptly, when requested to do so
by the Commission staff, information relating to: the securities registered
pursuant to Form 40-F; the securities in relation to which the obligation to
file an annual report on Form 40-F arises; or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
The Registrant has previously filed
with the Commission a written consent to service of process and power of
attorney on Form F-X. Any change to the name or address of the Registrants
agent for service shall be communicated promptly to the Commission by amendment
to the Form F-X referencing the file number of the Registrant.
*
*
*
SIGNATURES
Pursuant to the requirements of the
Exchange Act, the Registrant certifies that it meets all of the requirements for
filing on Form 40-F and has duly caused this Annual Report to be signed on its
behalf by the undersigned, thereto duly authorized.
HUDBAY MINERALS INC.
|
|
|
|
|
|
|
By:
|
/s/
Patrick Donnelly
|
Name:
|
Patrick Donnelly
|
Title:
|
Vice President and General Counsel
|
Date:
|
March 29, 2018
|
EXHIBIT INDEX
Exhibit Description and Date of Document
Annual Information Form; Audited Financial Statements;
Managements Discussion and Analysis; Mine Safety Disclosure; Code of Ethics
Certifications
Consents
XBRL
HudBay Minerals (NYSE:HBM)
Historical Stock Chart
From Feb 2024 to Mar 2024
HudBay Minerals (NYSE:HBM)
Historical Stock Chart
From Mar 2023 to Mar 2024