EX-7.3 14 a2155477zex-7_3.htm EXHIBIT 7.3
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Exhibit 7.3

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)    o

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York   13-5160382
(State of incorporation if not a U.S. national bank)   (I.R.S. employer identification no.)

One Wall Street, New York, N.Y.
 
10286
(Address of principal executive offices)   (Zip code)

Hudson Bay Mining and Smelting Co., Limited
(Exact name of obligor as specified in its charter)

Canada   Not Applicable
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

HudBay Minerals Inc.
(Exact name of obligor as specified in its charter)

Ontario, Canada   Not Applicable
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

Hudson Bay Exploration and Development Company Limited
(Exact name of obligor as specified in its charter)

Canada   Not Applicable
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

201 Portage Avenue, Suite 2200
Winnipeg, Manitoba R3B 3L3
Canada
 
Not Applicable
(Address of principal executive offices)   (Zip code)

95/8% Senior Secured Notes due 2012
(Title of the indenture securities)

1.
General information. Furnish the following information as to the Trustee:

(a)
Name and address of each examining or supervising authority to which it is subject.

Name
   Address
Superintendent of Banks of the State of New York   One State Street, New York, N.Y.
10004-1417, and Albany, N.Y. 12223

Federal Reserve Bank of New York
 
33 Liberty Street, New York, N.Y. 10045

Federal Deposit Insurance Corporation
 
Washington, D.C. 20429

New York Clearing House Association
 
New York, New York 10005
    (b)
    Whether it is authorized to exercise corporate trust powers.

      Yes.

2.
Affiliations with Obligor.

    If the obligor is an affiliate of the trustee, describe each such affiliation.

    None.

16.
List of Exhibits.

    Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

    1.
    A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)

    4.
    A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)

    6.
    The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.)

    7.
    A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

        Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 12th day of April, 2005.

    THE BANK OF NEW YORK

 
 
By:
/s/ Beata Hryniewicka
Name: Beata Hryniewicka
Title: Assistant Treasurer

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Exhibit 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2004, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

 
   Dollar Amounts
In Thousands
ASSETS      
Cash and balances due from depository institutions:      
  Noninterest-bearing balances and currency and coin   $ 3,866,500
  Interest-bearing balances     8,455,170
Securities:      
  Held-to-maturity securities     1,885,665
  Available-for-sale securities     20,781,508
Federal funds sold and securities purchased under agreements to resell      
  Federal funds sold in domestic offices     3,730,007
  Securities purchased under agreements to resell     847,805
Loans and lease financing receivables:      
  Loans and leases held for sale     0
  Loans and leases, net of unearned income     36,195,743
  LESS: Allowance for loan and lease losses     587,611
  Loans and leases, net of unearned income and allowance     35,608,132
Trading Assets     4,174,521
Premises and fixed assets (including capitalized leases)     949,424
Other real estate owned     754
Investments in unconsolidated subsidiaries and associated companies     268,366
Customers' liability to this bank on acceptances outstanding     52,800
Intangible assets      
  Goodwill     2,746,404
  Other intangible assets     758,137
Other assets     8,013,234
   
Total assets   $ 92,138,427
   
       

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LIABILITIES
 
 
 
Deposits:      
  In domestic offices   $ 41,480,131
  Noninterest-bearing     16,898,525
  Interest-bearing     24,581,606
  In foreign offices, Edge and Agreement subsidiaries, and IBFs     24,028,722
  Noninterest-bearing     576,431
  Interest-bearing     23,452,291
Federal funds purchased and securities sold under agreements to repurchase      
  Federal funds purchased in domestic offices     1,040,432
  Securities sold under agreements to repurchase     491,007
Trading liabilities     2,724,930
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		     4,780,573
Not applicable      
Bank's liability on acceptances executed and outstanding     54,517
Subordinated notes and debentures     2,390,000
Other liabilities     6,901,014
   
Total liabilities   $ 83,891,326
   
Minority interest in consolidated subsidiaries     140,499

EQUITY CAPITAL
 
 
 
Perpetual preferred stock and related surplus     0
Common stock     1,135,284
Surplus (exclude all surplus related to preferred stock)     2,087,221
Retained earnings     4,892,420
Accumulated other comprehensive income     –8,323
Other equity capital components     0
   
Total equity capital     8,106,602
   
Total liabilities, minority interest, and equity capital   $ 92,138,427
   

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        I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro,
Senior Vice President and Comptroller

        We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas A. Renyi   )        
Gerald L. Hassell   )   Directors    
Alan R. Griffith   )        

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Exhibit 7.3