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Share Name | Share Symbol | Market | Type |
---|---|---|---|
HudBay Minerals Inc | NYSE:HBM | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.13 | 1.56% | 8.45 | 8.64 | 8.315 | 8.51 | 3,220,373 | 01:00:00 |
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, 2016 | 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, 2016, 237,271,188 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 [ ] | 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, 2016 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, 2016 and 2015, 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, 2016 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, 2016, 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, 2016, 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 50 of Exhibit 99.3, Managements Discussion & Analysis for the Year Ended December 31, 2016, 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, 2016 that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
Managements report dated February 22, 2017 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, 2016 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, 2016 and 2015. 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, 2016 and 2015, 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, 2016.
AUDIT COMMITTEE IDENTIFICATION AND FINANCIAL EXPERT
As at December 31, 2016, the Registrants audit committee consisted of Sarah B. Kavanagh, Tom A. Goodman, Alan J. Lenczner and Michael T. Waites. The Registrants board of directors has determined that each of Ms. Kavanagh and Messrs. Goodman, Lenczner and Waites is an audit committee financial expert within the meaning of the Commissions rules. Each of Ms. Kavanagh and Messrs. Goodman, Lenczner and Waites 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 and Messrs. Goodman, Lenczner and Waites 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 and Messrs. Goodman, Lenczner and Waites 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, 2016.
During the fiscal year ended December 31, 2016, 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, 2016, the Registrant made certain amendments to its Code of Ethics relating to its commitment to conduct business honestly and ethically, to protect the environment, to engage in fair and competitive business practices and to protect human rights. 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 44 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, 2016 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 45 of the AIF.
Audit Fees
The aggregate fees billed by Deloitte, the Registrants independent auditor, for the fiscal years ended December 31, 2015 and December 31, 2016, 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$1,765,133 and C$1,970,314, respectively.
Audit-Related Fees
The aggregate fees billed by Deloitte for the fiscal years ended December 31, 2015 and December 31, 2016, 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$106,300 and C$198,660, respectively.
Tax Fees
There were no tax fees billed by Deloitte for the fiscal years ended December 31, 2015 and December 31, 2016.
All Other Fees
There were no other fees billed by Deloitte for the fiscal years ended December 31, 2015 and December 31, 2016.
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, 2016, 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 31, 2017 |
EXHIBIT INDEX
Exhibit Description and Date of Document
Annual Information; Managements Discussion and Analysis; Mine Safety Disclosure; Code Ethics
1 Year HudBay Minerals Chart |
1 Month HudBay Minerals Chart |
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