Waterton’s Highly-Qualified Nominees Possess
the Specific Necessary Skills – including Relevant Operating,
Permitting, Financial and Leadership Expertise – to Resolve the
Issues that Plague Hudbay
Fully Independent Slate Includes Mining
Industry Veteran Peter Kukielski, a CEO Candidate with Decades of
Global Operational Experience
Hudbay Currently Suffers from a Culture of
Entrenchment, Deficiency of C-suite Leadership and Lack of Board
Expertise and Engagement that has Directly Translated into
Underperformance
Expertise of the Proposed Board Slate and the
Leadership of Mr. Kukielski are Required to Resurrect Hudbay and
Maximize Shareholder Value
Waterton Global Resource Management, Inc. (collectively with
Waterton Precious Metals Fund II Cayman, LP, Waterton Mining
Parallel Fund Offshore Master, LP and certain other affiliates,
“Waterton” or “we” or “us”), which owns approximately 11.9% of the
issued and outstanding shares (the “Shares”) of Hudbay Minerals
Inc. (“Hudbay” or the “Company”) (TSX:HBM) (NYSE:HBM), today issued
the following letter to its fellow shareholders announcing its
majority slate of eight highly-qualified and experienced
independent director candidates for election to the Hudbay Board of
Directors (the “Board”) at the Company’s 2019 Annual Meeting of
Shareholders (the “Annual Meeting”):
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20190116005443/en/
(Graphic: Business Wire)
January 16, 2019
Dear Hudbay Shareholders:
Waterton, one of Hudbay Minerals Inc.’s (“Hudbay” or the
“Company”) (TSX: HBM) (NYSE: HBM) largest shareholders with
approximately 11.9% of the issued and outstanding shares, today
announced eight highly-qualified and experienced director
candidates for election to the Hudbay Board at the 2019 Annual
Meeting. The 2019 Annual Meeting will provide you with an
opportunity to elect a truly independent board that can offer
critically important fresh perspectives on maximizing shareholder
value at Hudbay. Waterton’s proposed director slate is fully
independent and does not include any employees or direct
representatives of Waterton.
Under the current Board and management team, Hudbay has
repeatedly failed to realize its potential. We believe this
underperformance derives from the following four factors and it is
specifically because of these factors that eight of the ten current
Hudbay directors need to be replaced:
- A pervasive culture of
entrenchment;
- A deficiency of real leadership from
the Company’s Chairman and Chief Executive Officer (“CEO”);
- The Board lacking expertise in key
areas; and
- The Board lacking the necessary
engagement and focus from certain Board members.
In an effort to finally end Hudbay’s underperformance, Waterton
is proposing a Board slate of individuals who have the skillset,
experience and imminent willingness to resolve the issues currently
plaguing the Company. The nominees collectively include:
- A tenacious “Blue Chip” Chairman
candidate who will eradicate entrenchment and seek value for
shareholders and other stakeholders;
- A CEO candidate with decades of global
operational and leadership experience;
- Deep US permitting experience,
specifically with Clean Water Act and 404 permit issues;
- Decades of experience developing,
constructing and operating large open pit copper mines;
- Significant stakeholder relations
expertise in Peru;
- Mining technology expertise; and
- Proven experience with resolving
strategic issues and financing projects within the mining
sector.
While ultimately the Board will select the CEO of Hudbay,
Waterton is proposing its Board nominee, Peter Kukielski, for the
role. Mr. Kukielski most recently held the CEO role at Nevsun
Resources (“Nevsun”) (TSX: NSU) (NYSE American: NSU). We believe
Mr. Kukielski is the right person to lead Hudbay because he has
exceptional operating experience and a proven track record of
creating and crystallizing market value for investors. Mr.
Kukielski was announced as CEO of Nevsun in May 2017. During his
tenure, Total Shareholder Return for Nevsun investors was 93%1.
During this same period, Hudbay’s Total Shareholder Return was
-12%. Over his 30-year career at Nevsun, ArcelorMittal, Teck
Resources, Falconbridge and BHP Billiton, Mr. Kukielski has
overseen dozens of complex operating and development stage mines in
approximately 15 jurisdictions.
We believe Mr. Kukielski’s immense experience defining,
communicating and executing on a holistic business strategy across
multiple mining projects and jurisdictions will be invaluable to
Hudbay. As compared to other “best in class” mining companies,
Hudbay’s business and capital allocation strategies are alarmingly
thin; one reason for this is that the C-suite does not have the
necessary global, multi-asset, experience to meaningfully define
these strategies. Hudbay has evolved from being essentially a
single-asset/single-province company to a complex multinational
company, yet the current CEO, COO and CFO all have their roots in
the older, simpler Hudbay. During Hudbay’s expansion, this
home-grown team has been learning on the job, but the time for
learning on the job is over. Hudbay requires, and shareholders
deserve, a CEO who already has decades of experience managing a
multinational portfolio of mining assets and who can help define
and execute on a clear business strategy that maximizes shareholder
value.
Underperformance and Current Board
Issues
Hudbay has the potential to become a world-class intermediate
copper producer. However, under the oversight of the current Board,
the Company has been a chronic underperformer. The Company’s
1-year, 3-year and 5-year Total Shareholder Return relative to its
peer group2 has been an abysmal -37%, -89% and -68%,
respectively.3
The Entrenched Five
Hudbay suffers from a culture of entrenchment. Each of Mr. Alan
Hibben, Mr. Warren Holmes, Mr. Alan Lenczner, Mr. Kenneth Stowe and
Mr. Alan Hair (collectively, the “Entrenched Five”) has either been
on the Board or in a senior management role at the Company for
nearly a decade.
Director
Tenure
asDirector/SeniorManagement
Total ShareholderReturn Relative
to Peers
Total ShareholderReturn Relative
toHudbay’s Self-Selected Peers4
Alan Hibben Since March 23, 2009
-122% -93% Warren Holmes
Since March 23, 2009 -122%
-93% Alan Lenczner Since March
23, 2009 -122% -93%
Kenneth Stowe Since June 24, 2010
-86% -79%
Alan Hair
Since June 1, 20125
Since CEO6 -106%
Since CEO -56%
We would note how drastically the Entrenched Five have
underperformed the peer group they select for themselves, in
addition to all relevant market indices.
The issue at Hudbay is not just the lengthy tenures of the
Entrenched Five. It is that a critical mass of the Board has served
together for nearly a decade and, even more dubiously, their
service has coincided with Mr. Hair and a substantial portion of
the current C-suite being in senior management roles. Given these
facts, shareholders should have a legitimate concern as to whether,
after a decade, the linchpin of good corporate governance –
director independence – has been eroded and whether that erosion is
adversely impacting decision-making and, ultimately, shareholder
value. We believe this culture of entrenchment at Hudbay has
negatively impacted shareholder value and it must stop now.
Engagement in Critical Areas
We believe that the Company is lacking an engaged and focused
South American perspective on the Board. It seems that the Board’s
primary recent South American expertise comes from Mr. Igor
Gonzales, who joined the Board in July 2013. In May 2017, Mr.
Gonzales became the President and Chief Executive Officer of Sierra
Metals (“Sierra”) (TSX: SMT) (BVL: SMT) (NYSE American: SMTS).
Currently, Sierra is (i) completing pre-feasibility and feasibility
studies on three separate projects; (ii) undergoing significant
expansion at its three operating mines; and, (iii) working to
acquire key permits at its Peruvian operations after the Peruvian
regulator recently rejected its Environmental Impact Assessment.
Hudbay requires representation on its Board that has the bandwidth
to meaningfully analyze the Company’s South America operations. Due
to the considerable attention required of Mr. Gonzales to address
the issues facing Sierra, he lacks the adequate bandwidth that
Hudbay shareholders deserve.
Targeting Expertise in the Mining Sector
In the same way that Hudbay has changed and grown, we believe
that the Company’s Board must evolve in order to meaningfully hold
management to account. As currently constituted, the Board does not
have the requisite skillset in the sector to hold management
accountable, as evidenced by the Company’s failures on multiple
fronts and also by the inappropriate methodologies applied by the
Board to assess management. To that end, we believe the Board
should be refreshed to include mining sector expertise that is
responsive to the very specific and material issues that challenge
the Company so that progress can be made and, just as importantly,
management can be meaningfully assessed. Each Board seat should be
allocated to either a leadership role or to a subject matter expert
(i.e., US permitting, open pit mine construction, South American
stakeholder relations). While we respect Ms. Carin Knickel’s and
Mr. Colin Osborne’s experience in the oil and gas and steel
sectors, respectively, we believe that, at this critical juncture,
these Board seats should be allocated to subject matter experts
with deeper experience in the base metals sector who would more
effectively provide strategic corporate guidance while holding
management to account.
Given the foregoing entrenchment, lack of engagement, and
inadequate expertise, we believe that eight of the ten current
directors of Hudbay should be either entirely disqualified from
sitting on the Company’s Board or their seats should be upgraded
with new independent directors who offer far more engagement,
relevant expertise, and a proven track record of creating value for
shareholders.
It’s Time for Fresh Perspectives and
New Ideas
Waterton’s director nominees have been selected in a very
targeted manner, keeping in mind the specific and complementary
expertise that is required on the Board to meaningfully inform
corporate strategy, hold management to account, and maximize
shareholder value. Waterton’s director nominees are as follows:
Director Proposed Role Peter
Kukielski CEO & Director Richard Nesbitt
Independent Chairman Mike Anglin
Independent Director David Deisley
Independent Director Emily Moore Independent
Director Daniel Muniz Quintanilla Independent
Director Ernesto Balarezo Independent Director
David Smith Independent Director
Strong, Proven and Experienced Leadership in the C-suite
Hudbay now has the rare opportunity to recruit a CEO with a
proven and successful track record. Mr. Kukielski not only has the
operational experience to lead Hudbay, but, just as importantly, he
has decades of experience in developing holistic business
strategies for companies with multinational mining portfolios. Mr.
Kukielski’s credentials include:
- Multinational Mining Expertise:
Mr. Kukielski has more than 30 years of extensive global experience
within the base and precious metals sector as both a top executive
and director, having overseen operations across the globe for
companies such as Nevsun, ArcelorMittal, Teck Resources,
Falconbridge and BHP Billiton.
- A Proven Value Creator: During
his tenure as Nevsun’s CEO starting in May 2017, Mr. Kukielski
increased the diversified mid-tier mining company’s Total
Shareholder Return by 93%, essentially doubling shareholder
value.
- Significant Executive Leadership
Experience: Mr. Kukielski has held multiple CEO and C-suite
roles at public and private companies in multiple jurisdictions:
- 2017 – December 2018: President
and Chief Executive Officer of Nevsun, where he oversaw assets
located in Eritrea, Serbia and Macedonia.
- 2015 – 2017: Non-Executive
Director at South32 (ASX: S32) (JSE: S32) (LSE: S32) with mining
assets in Australia, South Africa, Mozambique, Brazil, Colombia and
the US.
- 2014 – 2017: Chief Executive
Officer of Anemka Resources, a private company backed by Warburg
Pincus formed to invest in global mining assets.
- 2008 – 2013: Chief Executive,
Mining for ArcelorMittal, responsible for 27 operating mines and
development projects distributed across 12 countries.
- 2006 – 2008: Chief Operating
Officer of Teck Resources, responsible for the company’s base
metal, gold and coal mines, major development projects and a
refinery.
- 2001 – 2006: Falconbridge
(originally Noranda) serving in a variety of senior roles,
including Chief Operating Officer and overseeing 19 operations and
8 development projects in Canada, USA, Peru, Chile, Dominican
Republic, Jamaica and Norway.
- 1997 – 2001: BHP Billiton,
serving as Engineering and Commissioning Manager on the Antamina
Project, a world-class greenfield development in Peru.
A Board with the Skills and Expertise Necessary to Resurrect
Hudbay
- Richard Nesbitt (Proposed
Chairman)
- Why Mr. Nesbitt?
- Hudbay requires oversight by a strong,
steadfast and tenacious leader who has decades of corporate
experience and a clear vision in order to change the Company’s
culture of complacent underperformance.
- Current and Prior Roles
- Mr. Nesbitt has led some of Canada’s
largest and most important institutions and has executed some of
the country’s most seminal corporate transactions.
- President and Chief Executive Officer
of the TSX Group (the predecessor to the TMX Group).
- Chairman and Chief Executive Officer of
CIBC World Markets and the Chief Operating Officer of CIBC
Bank.
- President and Chief Executive Officer
of HSBC Securities Canada.
- President and Chief Executive Officer
of the Global Risk Institute.
- Adjunct Professor at the Rotman School
of Management, University of Toronto.
- Visiting Professor at the London School
of Economics.
- Visionary Award from Women in Capital
Markets for his work throughout his career to sponsor gender
diverse management teams.
- Mike Anglin
- Why Mr. Anglin?
- Given its operations at Constancia and
a pending construction decision at Rosemont, the Board requires
someone who has comprehensive open pit copper mining expertise and
extensive experience with developing and constructing large-scale
open pit copper mines in the Americas.
- Current and Prior Roles
- Mr. Anglin has over 30 years of
experience in the base and precious metals industry, with a focus
on South American and US operations and, importantly, mine
construction.
- Chief Operating Officer of the Base
Metals Group of BHP Billiton based in Santiago:
- Responsible for operations, business
development and HSEC (health, safety, environmental and
compliance), technical support, governance and business improvement
within BHP Billiton’s Base Metals Business Group;
- Responsible for the majority of BHP
Billiton’s large-scale open pit copper mines in South America;
and
- Extensive experience in South American
government and community relations.
- Chair of the Board at SSR Mining (TSX:
SSRM), including current and prior roles on the Corporate
Governance & Nominating Committee, the Safety and
Sustainability Committee and the Compensation Committee.
- David Deisley
- Why Mr. Deisley?
- Hudbay’s Board lacks meaningful
experience in US permitting/regulatory matters and South American
stakeholder/community engagement, two areas of expertise that are
indispensable for unlocking value at Rosemont and Constancia.
- Current and Prior Roles
- Mr. Deisley is a highly-regarded
corporate mining lawyer and permitting professional with over 30
years of specialized experience on corporate matters within the
mining sector, US permitting matters and South American permitting
and stakeholder relations.
- Recently retired as General Counsel of
NOVAGOLD (NYSE American: NG) (TSX: NG), where he led the permitting
of the company’s flagship project in Western Alaska (Donlin Gold),
which secured a joint federal Record of Decision from the Corps of
Engineers and the Bureau of Land Management and, perhaps of most
relevance for Hudbay’s Rosemont project, a Clean Water Act 404
permit.
- Executive Vice President, Corporate
Affairs and General Counsel at Goldcorp (NYSE: GG) (TSX: G) with
responsibility for Goldcorp’s community engagement with indigenous
communities in Canada and Latin America.
- General Counsel at Barrick Gold (NYSE:
GOLD) (TSX: ABX) at the regional and country levels responsible for
permitting and community and stakeholder relations in Nevada, Chile
and Peru.
- Emily Moore
- Why Ms. Moore?
- It is clear to us, and in fact in 2018
Mr. Hibben communicated to us, that Hudbay is in need of additional
mining technology experience at the Board level.
- Current and Prior Roles
- A Rhodes Scholar and PhD in Physical
Chemistry from Oxford University, Ms. Moore is an experienced
professional in mining technology and innovation.
- Director of Technology
Development/Managing Director for Water and Innovation at Hatch,
where she led the development and deployment of new technology
projects in the areas of mining, metallurgy, power and water, among
others.
- Principal Engineer and Manager of the
Composite Materials Engineering Group at Xerox Research, where she
spent over 10 years and co-invented 21 patents.
- Professor of Engineering Leadership and
Director, Troost Institute, University of Toronto.
- Professor at the Institute for Studies
in Transdisciplinary Engineering Education and Practice, University
of Toronto.
- Named one of the “100 Global
Inspirational Women in Mining”.
- Daniel Muniz Quintanilla
- Why Mr. Muniz?
- Hudbay’s Board requires strategic
thinking to guide its long-term South American business strategy,
and given Mr. Muniz’s remarkable career and track-record with Grupo
Mexico (BMV: GMEXICOB) across South America, he is uniquely
positioned to provide this guidance.
- Current and Prior Roles
- Managing Director and Executive Vice
President of Americas Mining, the holding company of the Mining
Division of Grupo Mexico, which has operations in Peru, Mexico, US
and Spain. As Managing Director, Mr. Muniz led several successful
M&A, joint venture and other similar transactions leading to
the acquisition and integration of several world-class assets into
Grupo Mexico.
- Executive President & Chief
Executive Officer of Industrial Minera Mexico, the Underground
Mining Division of Grupo Mexico.
- Chief Financial Officer of Grupo
Mexico, during which time he successfully raised more than $6
billion for the company through a variety of securities, including
bonds, structured bonds and project finance.
- Ernesto Balarezo
- Why Mr. Balarezo?
- Hudbay’s Board requires engaged
Peruvian representation, and a Board member with extensive open pit
mining experience in Peru, along with a deep social and political
network to help resolve the stakeholder issues at Constancia and
specifically at Pampacancha.
- Current and Prior Roles
- Mr. Balarezo is a Peruvian national and
resident with an invaluable local network, and decades of mine
operating and stakeholder experience in Peru.
- Hochschild Mining (LME: HOC), Vice
President of Operations (reporting directly to the CEO) and was
responsible for the oversight of five active mining operations with
more than 10,000 employees in Peru, Mexico and Argentina.
- Chief Executive Officer of Gold Fields,
Peru, responsible for the Cerro Corona mining unit.
- Special Compliance Unit of Peru
Government, responsible for monitoring the advancement of certain
special projects under the direct report and supervision of the
Peruvian Prime Minister.
- Independent Director of the largest
Peruvian construction company, Graña y Montero (NYSE: GRAM) (BVL:
GRAMONC1).
- David Smith
- Why Mr. Smith?
- Given Hudbay’s entrenched culture and
the fact that it may be at key strategic inflection points at
certain assets, the Board requires additional governance support
and someone that has very extensive boardroom experience managing
significant strategic issues, specifically within the mining
sector.
- Current and Prior Roles
- Executive Vice President and Chief
Financial Officer of Finning International (TSX: FTT), a major
equipment supplier to the mining industry with significant
operations in Canada and South America.
- 16 years in various senior executive
roles at Placer Dome with extensive experience in North and South
America where Mr. Smith was involved in the acquisition,
development, financing and operations of base and precious metal
mines.
- Corporate Director at Pretium Resources
(NYSE: PVG) (TSX: PVG), where he is Chair of the Audit Committee
and a member of the Compensation Committee.
- Corporate Director at Nevsun, where he
was the Chair of the Audit Committee, a member of the Corporate
Governance Committee and the Chair of the Special Committee
overseeing the C$1.8 billion change of control transaction with
Zijin Mining.
- Corporate Director at Dominion Diamond
(NYSE: DDC) (TSX: DDC), where Mr. Smith was the Chair of the Audit
Committee, a member of the Compensation Committee and a member of
the Special Committee that led the strategic review and
US$1.2-billion sale to Washington Companies.
Maintaining Appropriate Continuity on
the Board
While we believe the majority of the incumbent Board is
entrenched, lacks necessary expertise, and is unable to hold
management to account, we also view a certain level of continuity
at the Board level as important. Therefore, we currently would be
supportive of the re-election of incumbent Hudbay directors Carol
Banducci and Sarah Kavanagh to the Board at the upcoming Annual
Meeting.
In particular, we recognize Ms. Banducci’s strong experience in
the mining industry and we acknowledge that she has not had the
same history at Hudbay as some of the other directors and that she
is widely recognized for her professional competence in Canada.
Further, in our limited interactions with Ms. Kavanagh, we found
her to be professional and reasonable and we believe her vast
financial and regulatory experience would continue to add value to
the Hudbay boardroom.
###
We encourage Hudbay shareholders not to be misled by the
Company’s rhetoric about Waterton, our intentions or potential
conflicts of interest. It should now be clear that Waterton has no
desire to be in the Hudbay boardroom, but we do have a desire to
see competent, entirely independent, directors in the boardroom
overseeing the Company. As owners of approximately 11.9% of the
Company’s outstanding shares, our interests are fully aligned with
those of all shareholders.
We would also note that, on information and belief, we are aware
that the Company or its representatives have recently contacted
certain of our suggested director nominees to join the Board. To
this, we would say, if the Company is already interested in our
candidates, why should it matter that we are suggesting the
candidates? In a meritocratic manner we believe the best qualified candidates with the
most relevant skillsets should
be elected to the Hudbay Board.
For Waterton, this campaign is about the facts. The facts are
that Hudbay is underperforming because of its culture of
entrenchment; lack of real leadership in the C-suite; lack of
necessary engagement in the boardroom; and a lack of key industry
skills and expertise.
Focusing on the facts, we would ask shareholders to do a factual
“like for like” comparison of the current Hudbay Board and
Waterton’s proposed slate to determine which slate has the more
relevant professional expertise and experience to substantively
hold the Company’s management to account and put Hudbay back on the
path to prosperity. The answer is clear
and categorical: it’s the Waterton slate.
Our proposed directors together with the continuing directors
will have the ability to finally free Hudbay from its culture of
entrenchment and guide the Company in a manner that unlocks and
maximizes value for all shareholders. It’s time for change.
Sincerely,
Isser ElishisChief Investment Officer
About Waterton
Waterton is a leading private equity firm dedicated to
developing high quality resource assets in stable jurisdictions.
Waterton’s founding team has a successful track record of
originating, structuring, managing and exiting investments through
acquisitions, joint ventures and partnerships, across a range of
sectors and asset classes. Waterton’s core strength is its
cross-functional, fully-integrated, in-house team of professionals
who possess significant mining, financial and legal expertise.
Waterton’s team employs a proactive approach to asset management,
leveraging significant sector knowledge and extensive industry
relationships to support the firm's investment activities.
Additional Information:
The information contained in this press release does not and is
not meant to constitute a solicitation of a proxy within the
meaning of applicable securities laws. As there is currently no
record or meeting date for the Annual Meeting, Waterton is not at
this time asking Hudbay shareholders to execute a proxy in favour
of any matter, including the election of Waterton’s proposed
nominees. In connection with the upcoming Annual Meeting, Waterton
may file a dissident information circular in due course in
compliance with applicable securities laws.
Notwithstanding the foregoing, Waterton is voluntarily providing
the disclosure required under section 9.2(4) of National Instrument
51-102 – Continuous Disclosure Obligations and section 150(1.2) of
the Canada Business Corporations Act in accordance with Canadian
securities and corporate laws applicable to public broadcast
solicitations. In connection therewith, certain information
regarding, among other things, Waterton’s nominees has been
provided below.
The table below sets out, in respect of each of Waterton's
proposed nominees, his or her name, province or state and country
of residence, his or her principal occupation, business or
employment within the five preceding years, and the number of
shares beneficially owned, or controlled or directed, directly or
indirectly, by such nominee.
Name
Province/State,Country ofResidence
Present and Past 5 Years'
PrincipalOccupation, Business or Employment
Number of CommonShares
BeneficiallyOwned or Controlled(Directly or
Indirectly)
Peter KukielskiBritish Columbia,
Canada
Mining Executive. Most recently, President
and Chief Executive Officer, Nevsun.Prior thereto, Chief Executive
Officer, Anemka Resources and, prior thereto,Entrepreneur in
Residence, Warburg Pincus.
25,000 Richard NesbittOntario, Canada
Mr. Nesbitt is retired. Formerly, Chief
Executive Officer and President,The Global Risk Institute in
Financial Services and, prior thereto,Chief Operating Officer of
Canadian Imperial Bank of Commerce.
Nil Arthur Edward Michael Anglin(1)(2)California, US
Mr. Anglin is retired. Mr. Anglin is the
Chair of the Board of SSR Mining.
Nil David DeisleyUtah, US
Mr. Deisley is retired. Formerly,
Executive Vice President & General Counsel, NOVAGOLD.
Nil
Emily MooreOntario, Canada
Director of the Troost Institute for
Leadership Education in Engineeringand associate professor in the
Institute for Studies inTransdisciplinary Engineering Education and
Practice, University of Toronto.Prior thereto, Ms. Moore worked at
Hatch as Director of Technology Development,and later as Managing
Director for water and for innovation.
Nil
Daniel Muniz QuintanillaMexico City,
Mexico
Businessman. Formerly, Managing Director
& Executive Vice President,Americas Mining, Managing Director
(CEO) & Executive President,Industrial Minera Mexico. Prior
thereto, Chief Financial Officer, Grupo Mexico.
Nil
Ernesto BalarezoLima, Peru
Corporate Director. Prior thereto,
Executive Vice President for the Americas,Gold Fields, and CEO of
Gold Fields La Cima.
Nil
David SmithBritish Columbia, Canada
Corporate Director. Prior thereto, Chief
Financial Officer andExecutive Vice President of Finning
International.
Nil (1)
Mr. Anglin was a director of EmberClear
Corp. until September 8, 2014. EmberClear was the subject of cease
trade orders issued byeach of the Alberta Securities Commission,
British Columbia Securities Commission and Ontario Securities
Commission onOctober 30, 2014, November 5, 2014 and November 17,
2014, respectively. The cease trade orders were issued due
toEmberClear’s failure to file annual audited financial statements
for the year ended June 30, 2014 and the related
management’sdiscussion and analysis. The cease trade orders against
EmberClear were revoked in January 2015.
(2)
Mr. Anglin serves as Chairman of Laguna
Gold, a private Australian company that was put into receivership
on December 18, 2018.
The information contained herein and any solicitation made by
Waterton in advance of the upcoming Annual Meeting is, or will be,
as applicable, made by Waterton and not by or on behalf of the
management of Hudbay. All costs incurred for any solicitation will
be borne by Waterton, provided that, subject to applicable law,
Waterton may seek reimbursement from Hudbay of Waterton’s
out-of-pocket expenses, including proxy solicitation expenses and
legal fees, incurred in connection with a successful reconstitution
of the Board.
Waterton is not soliciting proxies in connection with the
upcoming Annual Meeting at this time. Waterton may engage the
services of one or more agents and authorize other persons to
assist in soliciting proxies on behalf of Waterton. Waterton has
retained Kingsdale Advisors as its proxy advisor. Kingsdale
Advisor's responsibilities will principally include soliciting
shareholders should Waterton commence a formal solicitation of
proxies, providing strategic advice and advising Waterton with
respect to the meeting and proxy protocol. Any proxies solicited by
or on behalf of Waterton, including by Kingsdale Advisors or any
other agent, may be solicited pursuant to a dissident information
circular or by way of public broadcast, including through press
releases, speeches or publications and by any other manner
permitted under Canadian corporate and securities laws. Any such
proxies may be revoked by instrument in writing executed by a
Hudbay shareholder or by his or her attorney authorized in writing
or, if the shareholder is a body corporate, by an officer or
attorney thereof duly authorized or by any other manner permitted
by law.
None of Waterton nor, to its knowledge, any of the proposed
director nominees or any of its or their respective associates or
affiliates has any material interest, direct or indirect, (i) in
any transaction since the beginning of Hudbay’s most recently
completed financial year or in any proposed transaction that has
materially affected or would materially affect Hudbay or any of its
subsidiaries; or (ii) by way of beneficial ownership of securities
or otherwise, in any matter to be acted on by Hudbay at its
upcoming Annual Meeting, other than the election of directors to
the Board.
Hudbay’s principal office address is 25 York Street, Suite 800,
Toronto, ON M5J 2V5.
SOURCE
Waterton Global Resource Management, Inc.
1 Total Shareholder Return calculated from May 12, 2017 to
December 31, 2018. 2
We believe an appropriate peer group for
Hudbay should only include companies that (i) have a market
capitalizationof greater than US$500 million, (ii) have material
exposure to the Americas, (iii) have copper comprising greater
than50% of reserves, and (iv) are publicly listed on a major stock
exchange, and not the peer group described in Hudbay’s public
disclosure.
3 Total Shareholder Return calculated as of close October 4, 2018,
the day before Waterton’s first public comments regarding Hudbay. 4
Hudbay’s self-selected peers, as described in its public
disclosure. 5 Date Alan Hair became the Chief Operating Officer of
Hudbay. 6 Alan Hair became the Chief Executive Officer of Hudbay on
January 1, 2016.
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version on businesswire.com: https://www.businesswire.com/news/home/20190116005443/en/
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America): 1-888-518-1563Call Collect (outside North America):
1-416-867-2272E-mail: contactus@kingsdaleadvisors.com
MediaSloane & CompanyDan Zacchei / Joe Germani:
1-212-486-9500E-mail:
Dzacchei@sloanepr.comJGermani@sloanepr.com
Hudbay Minerals (TSX:HBM)
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