0001104659-12-073559.txt : 20121102 0001104659-12-073559.hdr.sgml : 20121102 20121102124054 ACCESSION NUMBER: 0001104659-12-073559 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20121101 FILED AS OF DATE: 20121102 DATE AS OF CHANGE: 20121102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HudBay Minerals Inc. CENTRAL INDEX KEY: 0001322422 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34244 FILM NUMBER: 121175916 BUSINESS ADDRESS: STREET 1: 201 PORTAGE AVENUE, SUITE 1906 CITY: WINNEPEG STATE: A2 ZIP: R3B 3L3 BUSINESS PHONE: (204) 949-4261 MAIL ADDRESS: STREET 1: 201 PORTAGE AVENUE, SUITE 1906 CITY: WINNEPEG STATE: A2 ZIP: R3B 3L3 6-K 1 a12-25881_16k.htm 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2012

 

Commission File Number: 001-34244

 

HUDBAY MINERALS INC.

(Translation of registrant’s name into English)

 

25 York Street, Suite 800

Toronto, Ontario

M5J 2V5, Canada

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F o

 

Form 40-F x

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes o

 

No x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

 

 

 



 

EXPLANATORY NOTE

 

On November 1, 2012, HudBay Minerals Inc. (“Hudbay”) filed on the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR) website at www.sedar.com the following documents: (i) Management’s Discussion and Analysis of Results of Operations and Financial Condition for the three and nine months ended September 30, 2012, (ii) Unaudited Condensed Consolidated Interim Financial Statements for the three and nine months ended September 30, 2012, (iii) CEO Certification of Interim Filings, (iv) CFO Certification of Interim Filings, and (v) a press release announcing the quarterly results for the third quarter of 2012.

 

Copies of the filings are attached to this Form 6-K and incorporated herein by reference, as follows:

 

·

Exhibit 99.1 — Management’s Discussion and Analysis of Results of Operations and Financial Condition for the three and nine months ended September 30, 2012;

 

 

·

Exhibit 99.2 — Unaudited Condensed Consolidated Interim Financial Statements for the three and nine months ended September 30, 2012;

 

 

·

Exhibit 99.3 — CEO Certification of Interim Filings;

 

 

·

Exhibit 99.4 — CFO Certification of Interim Filings; and

 

 

·

Exhibit 99.5 — Press release announcing the quarterly results for the third quarter of 2012.

 

2



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

HUDBAY MINERALS INC.

 

(registrant)

 

 

 

 

By:

/s/ Patrick Donnelly

 

 

 

 

 

 

 

Name:

Patrick Donnelly

 

 

 

 

Title:

Vice President, Legal and Corporate Secretary

 

Date: November 2, 2012

 

3



 

EXHIBIT INDEX

 

The following exhibits are furnished as part of this Form 6-K:

 

Exhibit

 

Description

 

 

 

99.1

 

Management’s Discussion and Analysis of Results of Operations and Financial Condition for the three and nine months ended September 30, 2012

 

 

 

99.2

 

Unaudited Condensed Consolidated Interim Financial Statements for the three and nine months ended September 30, 2012

 

 

 

99.3

 

CEO Certification of Interim Filings

 

 

 

99.4

 

CFO Certification of Interim Filings

 

 

 

99.5

 

Press release announcing the quarterly results for the third quarter of 2012

 

4


EX-99.1 2 a12-25881_1ex99d1.htm EX-99.1

Exhibit 99.1

 

HUDBAY MINERALS INC.

 

Management’s Discussion and Analysis of

Results of Operations and Financial Condition

 

For the Three and Nine Months Ended

September 30, 2012

 

 

November 1, 2012

 



 

TABLE OF CONTENTS

 

Page

 

 

 

Notes to Reader

 

1

Our Business

 

4

Highlights

 

5

Key Financial and Production Results

 

6

Development and Exploration Update

 

7

Operations Review

 

13

Health and Safety

 

13

Mines

 

13

Concentrators

 

15

Metallurgical Facilities

 

17

Financial Review

 

19

Liquidity and Capital Resources

 

27

Trend Analysis and Quarterly Review

 

32

Non-IFRS Financial Performance Measures

 

33

Accounting Changes and Critical Estimates

 

35

Changes in Internal Control over Financial Reporting

 

35

 

NOTES TO READER

 

This Management’s Discussion and Analysis (“MD&A”) dated November 1, 2012 is intended to supplement HudBay Minerals Inc.’s unaudited condensed consolidated interim financial statements and related notes for the three and nine months ended September 30, 2012 (the “consolidated interim financial statements”). The consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), including International Accounting Standard 34 Interim Financial Reporting, as issued by the International Accounting Standards Board.

 

Additional information regarding HudBay Minerals Inc. is contained in our continuous disclosure materials, including our most recent Annual Information Form (“AIF”), annual MD&A, audited consolidated financial statements, and Management Information Circular, available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

 

All amounts are in Canadian dollars unless otherwise noted.

 

References to “Hudbay”, the “Company”, “we”, “us”, “our” or similar terms refer to HudBay Minerals Inc. and its direct and indirect subsidiaries. “HBMS” refers to Hudson Bay Mining and Smelting Co., Limited and “Hudbay Peru” refers to HudBay Peru Inc., both wholly-owned subsidiaries of Hudbay. “WPCR” refers to the White Pine Copper Refinery Inc., which was sold during the second quarter of 2011. “Zochem” refers to Zochem Inc., which was sold during the fourth quarter of 2011.

 



 

Forward-Looking Information

 

This MD&A contains “forward-looking statements” and “forward-looking information” (collectively, “forward-looking information”) within the meaning of applicable Canadian and United States securities legislation. All information contained in this MD&A, other than statements of current and historical fact, is forward-looking information. Forward-looking information includes information that relates to, among other things, our objectives, strategies, and intentions and future financial and operating performance and prospects. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “budget”, “guidance”, “scheduled”, “estimates”, “forecasts”, “strategy”, “target”, “intends”, “objective”, “goal”, “understands”, “anticipates” and “believes” (and variations of these or similar words) and statements that certain actions, events or results ‘‘may’’, ‘‘could’’, ‘‘would’’, ‘‘should’’, ‘‘might’’ ‘‘occur’’ or ‘‘be achieved’’ or ‘‘will be taken’’ (and variations of these or similar expressions). All of the forward-looking information in this MD&A is qualified by this cautionary statement.

 

Forward-looking information includes, but is not limited to, continued production at our 777 and Lalor mines, continued processing at our Flin Flon concentrator, Snow Lake concentrator and Flin Flon zinc plant, our ability to develop our Lalor, Constancia and Reed projects and the anticipated scope of, cost of and development plans for, these projects, anticipated timing of our projects and events that may affect our projects, our expectation that we will receive the remaining US$250 million deposit payment under the precious metals stream transaction with Silver Wheaton Corp., the anticipated effect of external factors on revenue, such as commodity prices, anticipated exploration and development expenditures and activities and the possible success of such activities, estimation of mineral reserves and resources, mine life projections, timing and amount of estimated future production, reclamation costs, economic outlook, government regulation of mining operations, and business and acquisition strategies.

 

Forward-looking information is not, and cannot be, a guarantee of future results or events. Forward-looking information is based on, among other things, opinions, assumptions, estimates and analyses that, while considered reasonable by us at the date the forward-looking information is provided, inherently are subject to significant risks, uncertainties, contingencies and other factors that may cause actual results and events to be materially different from those expressed or implied by the forward-looking information. The material factors or assumptions that we identified and were applied by us in drawing conclusions or making forecasts or projections set out in the forward looking information include, but are not limited to:

 

·             the success of mining, processing, exploration and development activities;

·             the accuracy of geological, mining and metallurgical estimates;

·             the costs of production;

·             the supply and demand for metals we produce;

·             the volatility of commodity prices;

·             the volatility in foreign exchange rates;

·             the supply and availability of concentrate for our processing facilities;

·             the supply and availability of reagents for our concentrators;

·             the availability of third party processing facilities for our concentrate;

·             the supply and availability of all forms of energy and fuels at reasonable prices;

·             the availability of transportation services at reasonable prices;

·             no significant unanticipated operational or technical difficulties;

·             the availability of financing for our exploration and development projects and activities;

·             the ability to complete project targets on time and on budget and other events that may affect our ability to develop our projects;

·             the timing and receipt of various regulatory and governmental approvals;

·             the availability of personnel for our exploration, development and operational projects and ongoing employee relations;

·             maintaining good relations with the communities in which we operate, including the communities surrounding our Constancia project;

·             no significant unanticipated challenges with stakeholders at our various projects;

 

2



 

·             no significant unanticipated events relating to regulatory, environmental, health and safety matters;

·             no contests over title to our properties, including as a result of rights or claimed rights of aboriginal peoples;

·             the timing and possible outcome of pending litigation and no significant unanticipated litigation;

·             any assumptions related to taxes, including, but not limited to current tax laws and regulations; and

·             no significant and continuing adverse changes in general economic conditions or conditions in the financial markets.

 

The risks, uncertainties, contingencies and other factors that may cause actual results to differ materially from those expressed or implied by the forward-looking information may include, but are not limited to, risks generally associated with the mining industry, such as economic factors (including future commodity prices, currency fluctuations and energy prices), uncertainties related to the development and operation of our projects, depletion of our reserves, risks related to political or social unrest or change and those in respect of aboriginal and community relations and title claims, operational risks and hazards, including unanticipated environmental, industrial and geological events and developments and the inability to insure against all risks, failure of plant, equipment, processes, transportation and other infrastructure to operate as anticipated, compliance with government and environmental regulations, including permitting requirements and anti-bribery legislation, dependence on key personnel and employee relations, volatile financial markets that may affect our ability to obtain financing on acceptable terms, uncertainties related to the geology, continuity, grade and estimates of mineral reserves and resources and the potential for variations in grade and recovery rates, uncertain costs of reclamation activities, our ability to comply with our pension and other post-retirement obligations, our ability to abide by the covenants in our debt instruments, as well as the risks discussed under the heading “Liquidity and Capital Resources” in this MD&A and the risks discussed under the heading “Risk Factors” in our most recent Annual Information Form, Form 40-F and MD&A dated August 14, 2012.

 

Should one or more risk, uncertainty, contingency or other factor materialize or should any factor or assumption prove incorrect, actual results could vary materially from those expressed or implied in the forward-looking information. Accordingly, you should not place undue reliance on forward-looking information. We do not assume any obligation to update or revise any forward-looking information after the date of this MD&A or to explain any material difference between subsequent actual events and any forward-looking information, except as required by applicable law.

 

3



 

Note to United States Investors

 

This MD&A has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws applicable to U.S. companies.

 

Information concerning our mineral properties has been prepared in accordance with the requirements of Canadian securities laws, which differ in material respects from the requirements of the SEC Industry Guide 7. Under SEC Industry Guide 7, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time of the reserve determination, and the SEC does not recognize the reporting of mineral deposits which do not meet the SEC Industry Guide 7 definition of “Reserve”. In accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) of the Canadian Securities Administrators, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Definition Standards for Mineral Resources and Mineral Reserves adopted by the CIM Council on December 11, 2005. While the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are recognized and required by NI 43-101, the SEC does not recognize them. You are cautioned that, except for that portion of mineral resources classified as mineral reserves, mineral resources do not have demonstrated economic value. Inferred mineral resources have a high degree of uncertainty as to their existence and as to whether they can be economically or legally mined. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be economically or legally mined, or that it will ever be upgraded to a higher category. Likewise, you are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be upgraded into mineral reserves. You are urged to consider closely the disclosure on the mining industry technical terms in Schedule A “Glossary of Mining Terms” of our AIF for the fiscal year ended December 31, 2011, available on SEDAR at www.sedar.com and incorporated by reference as Exhibit 99.1 in our Form 40-F filed on EDGAR on April 2, 2012 (File No. 001-34244).

 

Presentation of Non-IFRS Financial Performance Measures

 

We use operating cash flow per share and cash costs per pound of copper sold as non-IFRS financial performance measures in our MD&A. For a detailed description of each of the non-IFRS financial performance measures used in this MD&A, please see the discussion under “Non-IFRS Financial Performance Measures” beginning on page 33 of our MD&A.

 

Qualified Person

 

The technical and scientific information in this MD&A related to the Constancia project has been approved by Cashel Meagher, P. Geo, our Vice President, South America. The technical and scientific information related to all other sites and projects contained in this MD&A has been approved by Robert Carter, P. Eng, our Director, Technical Services. Messrs. Meagher and Carter are qualified persons pursuant to NI 43-101.

 

OUR BUSINESS

 

We are an integrated mining company producing copper concentrate (containing copper, gold and silver) and zinc metal. With assets in North and South America, we are focused on the discovery, production and marketing of base and precious metals. Through our subsidiaries, we own copper/zinc/gold mines, ore concentrators and a zinc production facility in northern Manitoba and Saskatchewan and a copper project in Peru. We also have equity investments in a number of junior exploration companies. Our mission is to create sustainable value through increased commodity exposure on a per share basis for our shareholders. We are governed by the Canada Business Corporations Act and our shares are listed under the symbol “HBM” on the Toronto Stock Exchange and the New York Stock Exchange.

 

4



 

HIGHLIGHTS

 

·             Production of all metals in concentrate and unit operating costs remain in line with full year guidance.

 

·             Third quarter operating cash flow before stream deposit and change in non-cash working capital decreased to $21.5 million, mainly due to the planned permanent closure of Trout Lake in June 2012 and unusually high sales volumes in the same period of 2011 when excess inventory was drawn down.

 

·             First ore produced at Lalor in the quarter; commercial production from the ventilation shaft expected in the second quarter of 2013.

 

·             US$1.5 billion Constancia copper project commenced full construction with board approval granted in August 2012.

 

·             US$1.25 billion of capital secured through long-term bond financing and precious metals stream to fund development projects.

 

·             Three drills targeting resource expansion at Pampacancha and exploration at Chilloroya.

 

In the third quarter of 2012, we recorded a loss and loss per share of $6.1 million and $0.03, respectively, compared to a loss of $41.1 million and $0.23, respectively, in the third quarter of 2011.

 

The loss in the third quarter of 2011 included a loss on disposal of $22.5 million associated with the sale of the Fenix project and an impairment of $5.9 million as a result of the disposal of our Zochem operation. In addition, a significant decline in long-term Canadian risk-free interest rates during the third quarter of 2011 resulted in an increase in the present value of our decommissioning and restoration liabilities and required the recognition of a corresponding deferred tax expense of $7.9 million. We also recorded $19.0 million in deferred tax expense as a result of changes to Peruvian mining tax laws.

 

The third quarter of 2012 loss was affected by the following significant items, which we do not view as part of our core operations:

 

 

 

Pre-tax
gain (loss)

($ millions)

 

After-tax
gain (loss)

($ millions)

 

Per Share
($/share)

 

Impairments and mark-to-market adjustment related to junior mining investments

 

(3.5

)

(3.5

)

(0.02

)

Transaction costs related to precious metals stream transaction and senior unsecured notes

 

(3.4

)

(2.5

)

(0.01

)

Foreign exchange losses

 

(13.5

)

(12.1

)

(0.07

)

 

Also affecting earnings in the third quarter of 2012 were provisional pricing adjustments which resulted in an increase to our revenue of $5.4 million ($3.3 million after-tax, or $0.02 per share) as a result of the increase in copper, gold and silver prices during the quarter, together with gains of $4.2 million ($3.1 million after-tax, or $0.02 per share) on forward zinc purchase contracts related to fixed price customer sales due to an increase in zinc prices during the quarter.

 

5



 

Key Financial and Production Results

 

Financial Condition ($000s)

 

Sep. 302012

 

Dec. 31, 2011

 

Cash and cash equivalents

 

1,498,981

 

899,077

 

Working capital

 

1,420,646

 

841,705

 

Total assets

 

3,448,967

 

2,448,820

 

Equity(1) 

 

1,751,060

 

1,813,163

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

Financial Performance
($000s except per share and cash cost amounts) 

 

Sep. 30
2012

 

Sep. 30
2011

 

Sep. 30,
2012

 

Sep. 30,
 2011

 

Revenue

 

144,659

 

212,335

 

521,555

 

636,503

 

Profit before tax

 

4,960

 

37,473

 

28,814

 

139,212

 

(Loss) profit from continuing operations

 

(6,138

)

(16,052

)

(28,608

)

40,910

 

Basic and diluted loss per share(1)

 

(0.03

)

(0.23

)

(0.15

)

(1.14

)

Loss for the period

 

(6,138

)

(41,083

)

(28,608

)

(197,874

)

 

 

 

 

 

 

 

 

 

 

Operating cash flow before stream deposit and change in non-cash working capital

 

21,487

 

64,430

 

133,187

 

168,119

 

Operating cash flow per share (2) 

 

0.12

 

0.37

 

0.77

 

1.01

 

 

 

 

 

 

 

 

 

 

 

Cash cost per pound of copper sold (2)

 

$

0.75

 

$

0.74

 

$

0.75

 

$

0.41

 

Production (contained metal in concentrate)(3)

 

 

 

 

 

 

 

 

 

Copper

(tonnes)

 

9,920

 

14,264

 

31,426

 

40,490

 

Zinc

(tonnes)

 

20,371

 

18,160

 

62,495

 

54,246

 

Gold

(troy oz.)

 

18,496

 

24,749

 

65,644

 

67,551

 

Silver

(troy oz.)

 

217,047

 

233,868

 

625,563

 

630,601

 

Metal Sold

 

 

 

 

 

 

 

 

 

Contained metal in concentrate(4)

 

 

 

 

 

 

 

 

 

Copper

(tonnes)

 

8,976

 

15,222

 

32,781

 

39,025

 

Gold

(troy oz.)

 

9,242

 

21,784

 

57,736

 

62,245

 

Silver

(troy oz.)

 

78,920

 

147,825

 

476,395

 

517,197

 

Refined zinc

(tonnes)

 

24,247

 

23,587

 

73,050

 

73,946

 

 


(1)

Attributable to owners of the Company.

(2)

Operating cash flow per share and cash cost per pound of copper sold are non-IFRS financial performance measures with no standardized definition under IFRS. For further information and a detailed reconciliation, please see page 33 of this MD&A.

(3)

Metal reported in concentrate is prior to refining losses or deductions associated with smelter terms.

(4)

Amounts in 2011 also include minimal amounts of copper cathode and anode, which were sold during the first quarter only.

 

6



 

DEVELOPMENT AND EXPLORATION UPDATE

 

Construction Commences at Constancia

 

On August 8, 2012, our Board of Directors approved a US$1.5 billion investment in our 100% owned Constancia copper project in Peru. The Constancia development schedule contemplates nine quarters of construction, with initial production in late 2014 and full production commencing in the second quarter of 2015.

 

Of our US$1.5 billion capital construction budget, we have invested approximately US$154 million on the project to September 30, 2012 and have entered into an additional US$321.5 million in commitments for the project.

 

Front-end engineering and design work at Constancia is complete. The principal beneficiation concession (construction permit) was granted in June 2012 and other required permits are expected in the ordinary course. Site activity to date includes the completion of a 2,100 bed camp, which is scheduled to expand to 3,000 beds by the end of 2012 to accommodate peak construction needs. Mobilization of the EPCM contractor is complete and the plant site earthworks are underway. Our major earthworks contractor has mobilized and is currently constructing the tailings management facility, haul roads and water diversion infrastructure. We have also awarded a contract for the concrete installation for the plant construction. Geotechnical drilling and sampling is complete. Modeling of updated hydrogeological testing is continuing and an updated model is expected in November 2012. Permits have been received for the final 10 monitoring wells on the north side of the open pit site and drilling will continue through the balance of 2012.

 

Major long lead items are secured and include mills, crushers, flotation cells, pumps, regrind mills and mine equipment, including trucks, shovels and drills. Bids have been received from multiple electrical power providers and the costs and availability are expected to fall within operating cost budget assumptions. In addition, a contract was executed for the construction of the 70 kilometre power transmission line from Tintaya. The principal port operator has provided assurances that the concentrate shipments can be accommodated and discussions are currently focused on optimizing the storage and loading methodologies.

 

In accordance with agreements entered into with local communities, relocation of affected families is underway with the construction of new housing in progress. Construction of homes for the 14 families that are scheduled to be moved from the project site later this year is advancing. The remaining 22 families are scheduled to be relocated during 2013.

 

The project is on schedule, which currently contemplates that the remaining capital spending on the project will occur over the 2012 - 2014 period as follows:

 

 

 

(in US$ millions)

 

Q4 2012

 

230

 

2013

 

900

 

2014

 

262

 

Total estimated future capital spending

 

1,392

 

Total spent in Q1 - Q3 2012

 

154

 

Total

 

1,546

 

 

7



 

On August 8, 2012, we also announced updated estimates of reserves and resources for Constancia and Pampacancha, as follows:

 

Constancia Mineral Reserves - August 8, 2012

 

Category

 

M (Tonnes)

 

Cu (%)

 

Mo (g/t)

 

Ag (g/t)

 

Au (g/t)

 

Cu Eq(1) (%)

 

Proven

 

349

 

0.37

 

100

 

3.29

 

0.043

 

0.49

 

Probable

 

54

 

0.24

 

60

 

2.98

 

0.035

 

0.33

 

Total

 

403

 

0.35

 

96

 

3.25

 

0.042

 

0.47

 

 

Pampacancha Mineral Reserves - August 8, 2012

 

Proven

 

10

 

0.54

 

170

 

4.20

 

0.318

 

0.87

 

Probable

 

37

 

0.46

 

140

 

4.56

 

0.276

 

0.76

 

Total

 

47

 

0.48

 

149

 

4.49

 

0.285

 

0.78

 

 


(1) Not accounting for recovery

 

The remaining mineral resources shown in the table below are exclusive of the mineral reserves above:

 

Constancia Mineral Resources(1),(2) - November 2, 2011

 

Category

 

M (Tonnes)

 

Cu (%)

 

Mo (g/t)

 

Ag (g/t)

 

Au (g/t)

 

Cu Eq(3) (%)

 

Measured

 

119

 

0.23

 

62

 

2.3

 

0.038

 

0.31

 

Indicated

 

344

 

0.20

 

58

 

2.0

 

0.034

 

0.27

 

Total - Measured and Indicated

 

463

 

0.21

 

59

 

2.0

 

0.035

 

0.28

 

Inferred

 

219

 

0.19

 

49

 

1.8

 

0.032

 

0.25

 

 

Pampacancha Mineral Resources (2),(4) - April 2, 2012

 

Inferred

 

4

 

0.41

 

103

 

6.2

 

0.207

 

0.67

 

 


(1)The Constancia mineral resources reported at a 0.12% copper cut-off

(2) Mineral resources are not mineral reserves, as they have not demonstrated economic viability

(3) Not accounting for recovery

(4) The Pampacancha mineral resources are reported at a 0.20% copper cut-off

 

For additional information on our Constancia project reserves and resources, please refer to our press release dated August 8, 2012 entitled “Hudbay Begins Construction of Constancia Copper Mine in Peru and Announces Precious Metals Stream Transaction”, available on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.shtml.

 

8



 

Lalor Starts Production

 

We have invested approximately $305 million of the $704 million capital construction budget for our wholly owned Lalor project near Snow Lake, Manitoba to September 30, 2012 and have entered into an additional $75.7 million in commitments for the project.

 

The project is on schedule, which currently contemplates that the remaining capital spending on the project will occur over the 2012 - 2014 period as follows:

 

 

 

(in $ millions)

 

Q4 2012

 

23

 

2013

 

162

 

2014

 

214

 

Total estimated future capital spending

 

399

 

Total spent in 2010/2011

 

206

 

Total spent in Q1 - Q3 2012

 

99

 

Total(1)

 

704

 

 


(1) The total project budget does not reflect income tax credits associated with new mine status for income tax purposes, which will be netted against capitalized assets.

 

During the third quarter of 2012, we commissioned the hoisting system in the main ventilation shaft which is now capable of hoisting 1,400 tonnes of combined ore and waste per day. First ore production from the base metal lens #10 began in August, and to the end of September we had hoisted over 14,000 tonnes of ore. Underground mobile equipment was delivered during the quarter and we are now in the process of commissioning the fleet. The Chisel North workforce has been transitioned to Lalor and has established ore faces on the 810 and 825 metre levels. The contractor is continuing to ramp from the 840 metre level to the 910 metre level and will develop to the 910 metre production shaft station.

 

The main production shaft is now sunk to approximately 325 metres and is 33% completed. Water bearing seams slowed advance in September; however, the shaft has progressed beyond the level where water seepage occurred and the advance is continuing.

 

Lalor ore will be processed at the nearby Snow Lake concentrator until completion of the production shaft and new concentrator, which is expected in late 2014. A new copper flotation circuit was installed in the Snow Lake concentrator to maximize copper recoveries from Lalor ore until processing shifts to the new concentrator. The first full year of production from the main production shaft is expected in 2015.

 

Basic engineering for the new concentrator is ongoing with value engineering reviews and design optimization underway. We have placed orders for the surface crusher and the SAG and ball mills and delivery of these items remains on schedule.

 

We have submitted an application for an Environmental Act licence for the Lalor mine, which will allow for production from the main production shaft. We expect to submit applications for Environmental Act licences for the new concentrator and tailings facility expansion in the fourth quarter of 2012 and the fourth quarter of 2013, respectively.

 

9



 

Given the nature of the Lalor project, we expect to refer to two phases of the Lalor project when determining commercial production for accounting purposes. The first phase of the project is expected to include the main ventilation shaft and associated surface and underground workings that will contribute to the production of ore between 2012 and 2014. We expect to achieve commercial production for accounting purposes for the first phase in the second quarter of 2013. The second phase of the project is expected to include the main production shaft and the new Lalor concentrator, and we expect to achieve commercial production for accounting purposes for the second phase in the first half of 2015.

 

Reed Copper Project Development Progressing on Schedule

 

During the third quarter, our focus for our 70% owned Reed copper project near Flin Flon, Manitoba was the completion of the portal trench excavation. Of our $72 million capital construction budget for our Reed project, we have invested approximately $16 million on the project to September 30, 2012 and have entered into an additional $13.3 million in commitments for the project.

 

We have completed the installation of the new office and dry complex, installed power to the ramp and site via onsite diesel generators, poured the foundations for the shop and warehouse, and installed a ventilation fan, silencers and heater at the portal in preparation for ramp development and onset of winter conditions.

 

Our workforce of development miners, electricians and mechanics are staying at an onsite camp. Necessary materials and mobile equipment for initial ramp development is onsite, and the first portal development round was taken in October. We are in the process of preparing the Environmental Act licence application for the Reed copper project and plan to submit it to the provincial government in the fourth quarter of 2012.

 

The project is on schedule, which currently contemplates that the remaining capital spending on the project will occur over the 2012 - 2014 period as follows:

 

 

 

(in $ millions)

 

Q4 2012

 

15

 

2013

 

32

 

2014

 

9

 

Total estimated future capital spending

 

56

 

Total spent in Q1 - Q3 2012

 

16

 

Total

 

72

 

 

We expect initial production at the Reed copper project by the fourth quarter of 2013 and full production of approximately 1,300 tonnes per day by the first quarter of 2014.

 

10



 

Exploration Update

 

 

 

Nine Months Ended

 

Annual

 

 

 

Sep. 302012

 

Sep 30, 2011

 

2012

 

($ millions)(1)

 

Actual

 

Actual

 

Guidance

 

Manitoba

 

13

 

21

 

31

 

South America

 

13

 

6

 

13

 

Other North America

 

8

 

10

 

10

 

Total exploration expenditures

 

34

 

37

 

54

 

Capitalized spending

 

(1

)

 

(5

)

Total exploration expense

 

33

 

37

 

49

 

 


(1)Amounts are net of investment tax credits where applicable.

 

We have scaled back overall generative exploration activities in favour of brownfields targets near the proven reserves at 777, Lalor, and Constancia. At Manitoba, additional investment tax credits were received based on the Lalor new mine tax status. As a result, exploration expenses in Manitoba are expected to decrease by $7.5 million for the full year.

 

Constancia Exploration Update

 

Exploration is ongoing at the Constancia project with three diamond drills. Two drills are concentrated on infill drilling and step out drilling at Pampacancha.

 

The objective of this drilling campaign is to expand the current resource outside the known reserve pit shell. To date, this strategy has yielded positive results including step out drill hole PO-12-120, which intersected 2.03% copper and 0.88 g/t gold over 60.4 metres at a location approximately 50 metres (horizontal distance) to the west of the established resource. Step out drill hole PO-12-110, grading 0.59% copper and 0.33 g/t gold to the east, demonstrates the deposit can also be better defined to the east. Expansion of the known reserves at Pampacancha will provide us with an opportunity to further optimize the mine plan with enhanced grades in the early years of production. Some infill drilling is also being conducted to provide necessary information for mine optimization opportunities.

 

A third drill has been testing the Chilloroya South skarn target and geophysical anomaly. Favourable geology has been intersected in several drill holes, showing various thicknesses of mineralized skarn. Compilation of this data from exploration program is underway and assays are pending.

 

A total of 7,372 metres were drilled in the third quarter of 2012 and drilling with three drills is scheduled to continue for the remainder of the year, concentrating on resource expansion and exploration targets.

 

11



 

Highlights from the drill program at Pampacancha are as follows:

 

Area

 

Hole

 

Length
(m)

 

From
(m)

 

To (m)

 

Cu
(%)

 

Mo
(%)

 

Au
(g/t)

 

Ag
(g/t)

 

Cu Eq (1)
(%)

 

Pampacancha

 

PO-12-110

 

13.90

 

25.50

 

39.40

 

0.59

 

0.01

 

0.33

 

9.17

 

0.95

 

 

 

PO-12-111

 

19.40

 

124.30

 

143.70

 

1.42

 

 

 

0.94

 

10.25

 

2.09

 

 

 

PO-12-112

 

34.50

 

4.25

 

38.75

 

0.29

 

 

 

0.45

 

2.31

 

0.60

 

 

 

 

 

16.90

 

46.00

 

62.90

 

0.37

 

0.03

 

0.50

 

1.35

 

0.81

 

 

 

 

 

23.30

 

160.40

 

183.70

 

0.38

 

 

 

0.15

 

6.15

 

0.57

 

 

 

 

 

18.35

 

263.30

 

281.65

 

0.32

 

 

 

0.06

 

6.25

 

0.45

 

 

 

PO-12-113

 

17.10

 

10.00

 

27.10

 

0.52

 

0.03

 

0.13

 

4.81

 

0.77

 

 

 

PO-12-114

 

No significant mineralization

 

 

 

PO-12-115

 

55.00

 

55.00

 

110.00

 

0.63

 

0.03

 

0.25

 

4.24

 

0.96

 

 

 

 

 

19.20

 

271.80

 

291.00

 

0.53

 

 

 

0.23

 

12.59

 

0.81

 

 

 

PO-12-116

 

No significant mineralization

 

 

 

PO-12-118

 

No significant mineralization

 

 

 

PO-12-120

 

60.40

 

153.05

 

213.45

 

2.03

 

 

 

0.88

 

13.61

 

2.70

 

 

 

Included

 

48.85

 

155.00

 

203.85

 

2.39

 

 

 

0.90

 

14.10

 

3.08

 

 


(1)

Calculated using commodity prices of US$1,100/oz Au, US$22.00/oz Ag, US$2.75/lb Cu and US$13.00/lb Mo. Copper cut-off reported as 0.2%. Composited intersections are reported as core length and do not represent true width.

 

For further details, please refer to our November 1, 2012 press release titled “Hudbay Releases Third Quarter 2012 Results”.

 

12



 

OPERATIONS REVIEW

 

Health and Safety

 

For the three months ended September 30, 2012, we did not experience any lost time accidents (including contractors) compared to 0.3 per 200,000 hours worked in the same period in 2011. Year-to-date, we have recorded a lost time accident frequency of 0.3 compared to 0.2 in 2011.

 

Mines

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

Guidance

 

 

 

 

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

 

 

 

 

 

 

2012

 

2011

 

2012

 

2011

 

Annual 2012

 

777

 

 

 

 

 

 

 

 

 

 

 

 

 

Ore

 

tonnes

 

351,685

 

366,566

 

1,125,820

 

1,109,393

 

1,553,000

 

Copper

 

%

 

2.31

 

3.23

 

2.41

 

3.18

 

2.30

 

Zinc

 

%

 

4.29

 

3.66

 

4.33

 

3.60

 

4.30

 

Gold

 

g/tonne

 

1.89

 

2.50

 

2.16

 

2.30

 

1.90

 

Silver

 

g/tonne

 

27.10

 

28.48

 

26.37

 

25.68

 

28.00

 

Trout Lake

 

 

 

 

 

 

 

 

 

 

 

 

 

Ore

 

tonnes

 

 

123,089

 

247,867

 

380,206

 

230,000

 

Copper

 

%

 

 

1.91

 

2.03

 

2.12

 

1.80

 

Zinc

 

%

 

 

3.00

 

3.65

 

3.40

 

2.30

 

Gold

 

g/tonne

 

 

1.23

 

2.23

 

1.13

 

1.50

 

Silver

 

g/tonne

 

 

13.51

 

13.65

 

12.41

 

7.10

 

Chisel North Zinc Ore

 

 

 

 

 

 

 

 

 

 

 

 

 

Ore

 

tonnes

 

39,431

 

40,669

 

135,810

 

148,316

 

108,000

 

Zinc

 

%

 

9.53

 

10.64

 

8.78

 

7.82

 

7.10

 

Chisel North Copper Ore

 

 

 

 

 

 

 

 

 

 

 

 

 

Ore

 

tonnes

 

14,454

 

22,516

 

50,970

 

51,083

 

57,000

 

Copper 

 

%

 

1.66

 

1.40

 

1.61

 

1.50

 

1.60

 

Zinc

 

%

 

2.02

 

1.98

 

2.50

 

2.31

 

0.90

 

Gold

 

g/tonne

 

2.09

 

1.70

 

2.43

 

2.19

 

2.10

 

Silver

 

g/tonne

 

20.43

 

17.57

 

24.38

 

22.05

 

20.60

 

Lalor

 

 

 

 

 

 

 

 

 

 

 

 

 

Ore

 

tonnes

 

14,367

 

 

14,367

 

 

86,000

 

Copper

 

%

 

0.97

 

 

0.97

 

 

0.40

 

Zinc

 

%

 

10.76

 

 

10.76

 

 

10.10

 

Gold

 

g/tonne

 

2.61

 

 

2.61

 

 

1.10

 

Silver

 

g/tonne

 

27.19

 

 

27.19

 

 

16.90

 

Total Mines

 

 

 

 

 

 

 

 

 

 

 

 

 

Ore

 

tonnes

 

419,937

 

552,840

 

1,574,834

 

1,688,998

 

 

Copper

 

%

 

2.05

 

2.64

 

2.13

 

2.63

 

 

Zinc 

 

%

 

4.92

 

3.96

 

4.61

 

3.88

 

 

Gold

 

g/tonne

 

1.80

 

2.06

 

2.06

 

1.89

 

 

Silver

 

g/tonne

 

27.10

 

25.94

 

25.13

 

23.14

 

 

 

13



 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

Guidance

 

 

 

 

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

 

 

Unit Operating Costs

 

 

 

2012

 

2011

 

2012

 

2011

 

Annual 2012

 

Mines

 

 

 

 

 

 

 

 

 

 

 

 

 

777

 

$

/tonne

 

41.63

 

36.58

 

40.51

 

36.20

 

38-42

 

Trout Lake

 

$

/tonne

 

 

84.53

 

56.15

 

90.28

 

60-74

 

Chisel North

 

$

/tonne

 

64.83

 

83.95

 

92.36

 

85.25

 

93-114

 

Total Mines

 

$

/tonne

 

44.71

 

52.67

 

49.20

 

54.16

 

 

 

 

777 Mine

 

Ore production at our 777 mine for the third quarter of 2012 remained fairly consistent compared to the same period in 2011. Copper, gold and silver grades in the third quarter of 2012 were lower compared with the grades in the third quarter of 2011 by 28%, 24% and 5%, respectively, while zinc grades were higher in the third quarter of 2012 by 17% due to the sequencing of stopes. Operating costs per tonne of ore in the third quarter of 2012 were 14% higher, compared to the same period in 2011, primarily due to reduced volume in 2012 and lower costs experienced in the third quarter of 2011 as a result of eliminating contractor work that was budgeted in 2011.

 

2012 year-to-date ore production remained fairly consistent compared to the same period in 2011. The copper and gold grades recovered year-to-date were lower by 24% and 6%, respectively, compared to the same period in 2011, while zinc and silver grades were higher by 20% and 3%, respectively, due to sequencing of stopes. Year-to-date operating costs were 12% higher, compared to the same period in 2011, primarily due to scheduled annual increases in labour costs, additional ground support requirements in the first half of 2012 and the timing of maintenance. Full year copper and gold grades are expected to be moderately higher than previous guidance, based on production to date in 2012.

 

Trout Lake Mine

 

We closed our Trout Lake mine on June 29, 2012 after more than 30 years of operation and there was no activity in the third quarter. In the first half of the year, ore production at Trout Lake decreased by 35% compared to the same period in 2011 due to the closing of the mine. In addition, copper grades were 4% lower, zinc grades 7% higher, gold grades 97% higher and silver grades 10% higher year-to-date in 2012, compared to the same period in 2011. Operating costs per tonne of ore mined were 38% lower in the first half of 2012, compared to the same period in 2011 as development costs were lower, less ground control work was conducted, fewer consumables were used and fixed cost labour resources were transitioned to the 777 North Project and 777 Mine.

 

14



 

Chisel North Mine

 

Total ore production at Chisel North mine for the third quarter of 2012 was 15% lower than the third quarter in 2011 due to timing and loss of flexibility of available stopes toward the end of the mine life. Operating costs per tonne of ore for the third quarter of 2012 were 23% lower, compared to the third quarter of 2011. The remaining tonnage in this mine was located in pillars in areas that are well developed and the method used to extract the ore was low cost.

 

Ore production at Chisel North for year-to-date 2012 was 6% lower, compared to the same period in 2011 due to timing of the extraction of the pillars. Year-to-date 2012 zinc ore grades have been 12% higher than the same period in 2011 due to excellent recoveries from the pillars mined in 2012. Operating cost per tonne year-to-date 2012 were 8% higher than the same period in 2011 as development costs are no longer being capitalized.

 

Production at the Chisel North mine ended on September 30, 2012.

 

Concentrators

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

Guidance

 

 

 

 

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

 

 

 

 

 

 

2012

 

2011

 

2012

 

2011

 

Annual 2012

 

Flin Flon Concentrator

 

 

 

 

 

 

 

 

 

 

 

 

 

Ore

 

tonnes

 

458,959

 

534,222

 

1,457,723

 

1,515,032

 

1,840,000

 

Copper

 

%

 

2.33

 

2.82

 

2.33

 

2.84

 

 

Zinc

 

%

 

4.26

 

3.36

 

4.15

 

3.47

 

 

Gold

 

g/tonne

 

2.03

 

2.10

 

2.19

 

1.99

 

 

Silver

 

g/tonne

 

26.95

 

23.81

 

24.07

 

22.08

 

 

Copper concentrate

 

tonnes

 

40,070

 

58,779

 

130,881

 

164,294

 

 

Concentrate grade

 

% Cu

 

24.76

 

24.27

 

24.01

 

24.65

 

 

Zinc concentrate

 

tonnes

 

31,180

 

28,582

 

97,873

 

85,319

 

 

Concentrate grade

 

% Zn

 

52.61

 

52.05

 

51.64

 

51.38

 

 

Copper recovery

 

%

 

92.7

 

94.7

 

92.7

 

94.1

 

93

 

Zinc recovery

 

%

 

83.9

 

82.9

 

83.6

 

83.4

 

85

 

Gold recovery

 

%

 

61.9

 

68.9

 

64.0

 

70.1

 

70

 

Silver recovery

 

%

 

54.6

 

57.2

 

55.4

 

58.7

 

 

Snow Lake Concentrator

 

 

 

 

 

 

 

 

 

 

 

 

 

Ore

 

tonnes

 

43,498

 

38,506

 

139,849

 

147,173

 

190,000

 

Zinc

 

%

 

9.31

 

8.73

 

8.78

 

7.35

 

 

Zinc concentrate

 

tonnes

 

7,514

 

6,327

 

23,099

 

20,392

 

 

Concentrate grade

 

% Zn

 

52.80

 

51.89

 

51.75

 

51.05

 

 

Zinc recovery

 

%

 

98.0

 

97.6

 

97.4

 

96.3

 

95

 

 

15



 

 

 

 

Three Months Ended

 

Nine Months Ended

 

Guidance

 

 

 

 

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

 

 

Unit Operating Costs

 

 

 

2012

 

2011

 

2012

 

2011

 

Annual 2012

 

Concentrators

 

 

 

 

 

 

 

 

 

 

 

 

 

Flin Flon

 

$ /tonne

 

13.89

 

11.23

 

13.13

 

12.92

 

12-15

 

Snow Lake

 

$ /tonne

 

42.19

 

31.00

 

36.04

 

26.78

 

32-37

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

Guidance

 

 

 

 

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

 

 

 

 

 

 

2012

 

2011

 

2012

 

2011

 

Annual 2012

 

Manitoba contained metal in concentrate

 

 

 

 

 

 

 

 

 

 

 

 

 

Copper

 

tonnes

 

9,920

 

14,264

 

31,426

 

40,490

 

35,000-40,000

 

Zinc

 

tonnes

 

20,371

 

18,160

 

62,495

 

54,246

 

70,000-85,000

 

Gold

 

troy oz.

 

18,496

 

24,749

 

65,644

 

67,551

 

 

Silver

 

troy oz.

 

217,047

 

233,868

 

625,563

 

630,601

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Precious metals(1)

 

troy oz.

 

22,832

 

30,180

 

77,322

 

82,451

 

85,000-105,000

 

 


(1)     Precious metals include gold and silver production. For precious metals production, silver is converted to gold using the average gold and silver realized sales prices during the period. For precious metals guidance, silver is converted to gold at a ratio of 50:1.

 

Flin Flon Concentrator

 

For the third quarter of 2012, ore processed decreased 14% compared to the same period in 2011 as a result of the Trout Lake mine closure and reduced ore from Chisel North. Compared to the third quarter of 2011, copper and gold head grades were 17% and 3% lower, respectively, while zinc and silver head grades were 27% and 13% higher, respectively, as a result of normal mine sequencing. Recoveries of copper and zinc to concentrate in the third quarter of 2012 remained fairly consistent compared to the same period in 2011. Recoveries of gold and silver were 10% and 5% lower, respectively, compared to the third quarter of 2011 as a result of supply constraints for reagents. Operating cost per tonne of ore processed in the third quarter of 2012 increased by 24%, largely due to reduced ore tonnage treated in Flin Flon.

 

Year-to-date 2012, ore processed was 4% lower than the same period in 2011. Copper head grade was 18% lower, while zinc, gold and silver head grades were 20%, 10% and 9% higher, respectively, than the same period in 2011. This was a result of normal mine sequencing. Recoveries of copper and zinc to concentrate year-to-date 2012 remained fairly consistent compared to the same period in 2011. Recoveries of gold and silver were 9% and 5% lower, respectively, compared to the same period in 2011 as a result of supply constraints on collection reagents. Operating costs per tonne of ore processed year-to-date 2012 were 2% higher than the same period in 2011, primarily related to ore throughput reductions as a result of the Trout Lake mine closure.

 

Full year gold recoveries are expected to be moderately lower than guidance due to reagent supply constraints. However, due to higher expected gold grades and ore volume, full year precious metals production is expected to be in-line with guidance.

 

16



 

Snow Lake Concentrator

 

During the third quarter of 2012, the concentrator treated 13% more tonnes of zinc than in the third quarter of 2011, at a grade 7% higher and a recovery similar to the third quarter of 2011. Operating costs for the third quarter increased 36% from the same period in 2011, consistent with our expectations due to transitional work to process Lalor ore in the future. We are incurring additional manpower and costs related to training in 2012 to prepare for increased concentrator throughput in 2013.

 

Year-to-date 2012 ore processed was 5% lower in 2012 than the same period in 2011 mainly as a result of the depletion of the Chisel North ore body. The year-to-date 2012 zinc ore head grades were higher by 19%, and zinc recovery to concentrate remained consistent with the same period in 2011. The 2012 year-to-date operating costs of ore processed were 35% higher than the same period in 2011 due to reduced ore throughput, the timing of maintenance work and transitional costs in preparation for processing Lalor ore production. Full year ore milled is expected to be moderately higher than previous guidance based on year-to-date production in 2012.

 

The rate of overall contained metal in concentrate production in the second half of 2012 is expected to be lower than in the first half of 2012, due to the closure of the Chisel North mine.

 

Metallurgical Facilities

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

Guidance

 

 

 

 

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

 

 

Zinc Production

 

 

 

2012

 

2011

 

2012

 

2011

 

Annual 2012

 

Zinc Concentrate Treated

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic

 

tonnes

 

33,903

 

33,688

 

102,555

 

113,449

 

164,000

 

Purchased

 

tonnes

 

20,172

 

16,572

 

39,471

 

45,909

 

56,000

 

Total

 

tonnes

 

54,075

 

50,260

 

142,026

 

159,358

 

220,000

 

Refined Metal Produced

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic

 

tonnes

 

17,456

 

17,282

 

50,262

 

54,431

 

 

Purchased

 

tonnes

 

10,920

 

8,740

 

20,496

 

23,364

 

 

Total

 

tonnes

 

28,376

 

26,022

 

70,758

 

77,795

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

Guidance

 

 

 

 

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

 

 

Unit Operating Costs

 

 

 

2012

 

2011

 

2012

 

2011

 

Annual 2012

 

Zinc Plant

 

$/lb. Zn

 

0.31

 

0.33

 

0.37

 

0.35

 

0.32-0.37

 

 

Zinc Plant

 

Production of cast zinc in the third quarter of 2012 was 9% higher than the same quarter in 2011, primarily as a result of increased availability of purchased concentrate. Operating costs per pound of zinc metal produced were 6% lower during the third quarter of 2012, compared to the same period in 2011, as a result of the increased unit volume.

 

For year-to-date 2012, production was 9% lower than in the same period in 2011, resulting from reduced concentrate availability in the first half of 2012. Year-to-date 2012 operating costs per pound were 6% higher than the same period in 2011 as a result of the lower refined metal production in 2012.

 

Due to the timing of purchased concentrate deliveries, volumes of zinc concentrate treated at the zinc

 

17



 

plant are expected to be approximately 5% lower than initial 2012 guidance, although the difference is expected to be available at the end of 2012 as concentrate inventory available for processing in 2013. This change, which also impacts finished zinc production, is not expected to materially affect net earnings or operating cash flow.

 

Metal Sold

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

 

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

 

 

 

 

2012

 

2011

 

2012

 

2011(1)

 

Contained metal in concentrate

 

 

 

 

 

 

 

 

 

 

 

Copper

 

tonnes

 

8,976

 

15,222

 

32,781

 

39,025

 

Gold

 

troy oz.

 

9,242

 

21,784

 

57,736

 

62,245

 

Silver

 

troy oz.

 

78,920

 

147,825

 

476,395

 

517,197

 

Refined zinc

 

tonnes

 

24,247

 

23,587

 

73,050

 

73,946

 

 


(1)     Amounts in 2011 also include minimal amounts of copper cathode and anode which were sold during the first quarter only.

 

18



 

FINANCIAL REVIEW

 

Financial Results

 

In the third quarter of 2012, we recorded a loss of $6.1 million compared to a loss of $41.1 million for the third quarter of 2011. Year-to-date 2012, we recorded a loss of $28.6 million compared to a loss of $197.9 million in the same period in 2011.

 

Significant variances affecting our results, compared to the same periods in 2011, are as follows:

 

 

 

Three Months Ended

 

Nine Months Ended

 

(in $ millions)

 

Sep. 302012 

 

Sep. 302012

 

 

 

 

 

 

 

Increase (decrease) in components of profit or loss:

 

 

 

 

 

Revenues

 

(67.7

)

(114.9

)

Cost of sales

 

 

 

 

 

Mine operating costs

 

39.1

 

31.4

 

Depreciation and amortization

 

12.1

 

23.5

 

Impairment loss

 

5.9

 

5.9

 

Selling and administrative expenses

 

(2.3

)

1.9

 

Exploration and evaluation

 

4.9

 

4.0

 

Other operating income

 

0.1

 

(2.2

)

Other operating expenses

 

(0.3

)

 

Finance income

 

(0.8

)

(1.1

)

Finance expenses

 

(2.7

)

(7.4

)

Other finance losses

 

(20.7

)

(51.5

)

Tax

 

42.4

 

40.9

 

 

 

 

 

 

 

Increase (decrease) in loss from continuing operations compared to the same period in 2011

 

10.0

 

(69.5

)

Change in loss from discontinued operations

 

25.0

 

238.8

 

 

 

 

 

 

 

Decrease in loss for the period

 

35.0

 

169.3

 

 

The amount of the loss in the third quarter of 2012 decreased by $35.0 million compared to the same period in 2011 primarily as a result of the loss from discontinued operations of $22.5 million that was recorded in the third quarter of 2011 and an impairment of $5.9 million on our Zochem operation, which was subsequently sold in the fourth quarter of 2011. Gross profit was lower in the third quarter of 2012 compared to the same period in 2011 as a result of lower revenues mainly due to lower copper and gold volumes, partially offset by lower cost of sales. For additional details on revenue and cost of sales variances see below. As a result of the lower gross profit, the tax expense was lower in the third quarter of 2012, resulting in a lower loss for the period compared to the third quarter of 2011. In the third quarter of 2012, there was a foreign currency loss of $13.5 million for the quarter as a result of strengthening of the Canadian dollar against the US dollar. Contributing to the higher loss in 2011 was a significant decline in long-term Canadian risk-free interest rates during the third quarter of 2011 which resulted in an increase in the present value of our decommissioning and restoration liabilities and required the recognition of a corresponding deferred tax expense of $7.9 million. During the same quarter we recorded a $19.0 million deferred tax expense as a result of changes to Peruvian mining tax laws.

 

19



 

The amount of the 2012 year-to-date loss decreased by $169.3 million, compared to the same period in 2011, primarily as a result of the loss from discontinued operations of $238.8 million recorded in 2011. The gross profit was lower in 2012 as a result of lower revenues partially offset by lower cost of sales. In addition to the lower profit margin, there was an increase in other finance losses of $51.5 million mainly related to impairment losses on available-for-sale investments and foreign exchange losses.

 

Revenue decreased in the third quarter of 2012

 

Total revenue for the third quarter of 2012 was $144.6 million; $67.7 million lower than the same quarter in 2011 mainly due to lower sales volumes compared to the third quarter of 2011, when we drew down on unusually high copper concentrate inventory, as well as reduced gold sales volumes in the third quarter of 2012 compared to production volumes.

 

Year-to-date 2012 revenue was $521.6 million, $114.9 million lower than the same period in 2011 mainly as a result of lower sales volumes, similar to the description above and lower metals prices. The following table provides further details of this variance:

 

(in $ millions)

 

Three Months Ended
Sep. 30,
2012

 

Nine Months Ended
Sep. 30
2012

 

 

 

 

 

 

 

Metal prices(1) 

 

 

 

 

 

Higher (lower) copper prices

 

0.8

 

(32.5

)

Lower zinc prices

 

(6.4

)

(19.5

)

Higher gold prices

 

0.1

 

4.5

 

 

 

 

 

 

 

Sales volumes

 

 

 

 

 

Lower copper sales volumes

 

(51.4

)

(50.2

)

Higher (lower) zinc sales volumes

 

1.4

 

(1.9

)

Lower gold sales volumes

 

(21.9

)

(7.5

)

 

 

 

 

 

 

Other

 

 

 

 

 

Favourable movement in foreign exchange rates

 

3.3

 

15.8

 

Derivative mark-to-market

 

7.4

 

8.8

 

Sales in 2011 of copper bearing material recovered from copper smelter and WPCR after closure

 

(0.4

)

(16.9

)

Other volume and pricing differences, including loss of premiums on zinc oxide sales after sale of Zochem in November 2011

 

(6.2

)

(23.7

)

Effect of lower treatment and refining charges

 

5.6

 

8.2

 

 

 

 

 

 

 

Decrease in revenue in 2012 compared to 2011

 

(67.7

)

(114.9

)

 


(1) See discussion below for further information regarding metal prices.

 

20



 

Our revenue by significant product type is summarized below:

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

(in $ millions)

 

2012

 

2011

 

2012

 

2011

 

Copper

 

73.9

 

122.7

 

263.6

 

337.8

 

Zinc

 

54.0

 

35.1

 

159.9

 

117.2

 

Gold

 

16.3

 

37.5

 

95.7

 

96.2

 

Silver

 

2.7

 

5.9

 

14.7

 

18.9

 

Zinc Oxide(1)

 

 

18.4

 

 

68.9

 

Other

 

1.7

 

2.2

 

4.9

 

22.7

 

Gross revenue

 

148.6

 

221.8

 

538.8

 

661.7

 

Less: treatment and refining charges

 

(4.0

)

(9.5

)

(17.2

)

(25.2

)

 

 

 

 

 

 

 

 

 

 

Revenue

 

144.6

 

212.3

 

521.6

 

636.5

 

 


(1) As a result of our sale of Zochem during the fourth quarter of 2011, we do not have zinc oxide sales in 2012.

 

Our realized prices for the third quarter of 2012 and 2011 are summarized below:

 

 

 

 

 

 

 

Realized prices(1) for
quarter ended

 

 

 

Realized prices(1) for nine
months ended

 

 

 

 

 

LME Q3

 

Sep. 30

 

Sep. 30

 

LME YTD

 

Sep. 30

 

Sep. 30

 

 

 

 

 

2012(2)

 

2012

 

2011

 

2012 (2)

 

2012

 

2011

 

Prices in US$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Copper

 

US$/lb.

 

3.50

 

3.76

 

3.75

 

3.61

 

3.64

 

4.02

 

Zinc(3)

 

US$/lb.

 

0.86

 

0.94

 

1.06

 

0.88

 

0.97

 

1.08

 

Gold(4)

 

US$/troy oz.

 

1,656

 

1,757

 

1,776

 

1,653

 

1,645

 

1,584

 

Silver(4)

 

US$/troy oz.

 

29.91

 

34.64

 

41.25

 

30.65

 

30.63

 

37.44

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prices in C$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Copper

 

C$/lb.

 

3.48

 

3.73

 

3.66

 

3.62

 

3.65

 

3.93

 

Zinc(3)

 

C$/lb.

 

0.85

 

0.93

 

1.04

 

0.88

 

0.97

 

1.06

 

Gold(4)

 

C$/troy oz.

 

1,647

 

1,764

 

1,732

 

1,655

 

1,658

 

1,546

 

Silver(4)

 

C$/troy oz.

 

29.72

 

34.69

 

40.22

 

30.69

 

30.79

 

36.53

 

Exchange rate

 

US$1 to C$

 

 

 

0.99

 

0.98

 

 

 

1.00

 

0.98

 

 


(1)

Realized prices exclude refining and treatment charges and are on the sale of finished metal or metal in concentrate. Realized prices for copper in 2011 reflect an average of prices realized for copper cathode and spent anode sales and sales of contained copper in concentrate. Realized prices for gold and silver in 2011 reflect an average of prices realized for precious metals slimes and spent anode sales and sales of contained gold and silver in concentrate.

(2)

LME average for copper and zinc prices.

(3)

Zinc revenues include unrealized gains and losses related to forward zinc purchase contracts that are not included in the above realized prices. For the quarter, the unrealized components of these derivatives resulted in a gain of US$0.002/lb. for zinc.

(4)

Since August 1, 2012, gold and silver sales have been subject to the precious metals stream transaction with Silver Wheaton, pursuant to which we recognize deferred revenue for precious metals deliveries and also receive cash payments of US$400/oz for gold deliveries and US$5.90/oz for silver deliveries, whereas previously we sold gold and silver from our 777 mine as contained metal within our copper concentrate. No sales pursuant to the stream were completed in the third quarter of 2012.

 

21



 

The price, quantity and mix of metals sold, along with movements in the Canadian dollar, affect our revenue, operating cash flow and profit. Revenue from metal sales can vary from quarter to quarter due to production levels, shipping volumes, and transfer of risk and title with customers.

 

Outlook (Refer above to the Forward-Looking Information section on page 2 of this MD&A)

 

Revenues will continue to be affected by the volume of domestic contained metal production, purchased zinc concentrates and the market prices of copper, zinc, gold and silver, together with fluctuation of the US dollar exchange rate compared to the Canadian dollar. We expect domestic metal production and purchased zinc concentrates to be moderately lower in 2012 than 2011, and average market prices for copper and zinc in 2012 to date have been somewhat lower than average prices in 2011. Revenues in 2012 are also not expected to benefit from a significant drawdown of excess copper concentrate inventory, which contributed to 2011 revenues.

 

Cost of sales decreased in the third quarter of 2012

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

($000s)

 

2012

 

2011

 

2012

 

2011

 

Detailed cost of sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mines

 

 

 

 

 

 

 

 

 

777

 

14,640

 

13,409

 

45,605

 

40,159

 

Trout Lake

 

 

10,404

 

13,918

 

34,323

 

Chisel North

 

3,493

 

5,304

 

17,251

 

16,998

 

 

 

 

 

 

 

 

 

 

 

Concentrators

 

 

 

 

 

 

 

 

 

Flin Flon

 

6,378

 

6,000

 

19,142

 

19,581

 

Snow Lake

 

1,835

 

1,194

 

5,039

 

3,942

 

 

 

 

 

 

 

 

 

 

 

Metallurgical plants

 

 

 

 

 

 

 

 

 

Zinc plant

 

19,072

 

19,205

 

57,908

 

59,488

 

Zochem

 

 

2,952

 

 

14,242

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

Services and site administration

 

18,741

 

14,183

 

56,114

 

41,243

 

Purchased concentrate (before inventory changes)

 

19,723

 

14,578

 

43,560

 

41,863

 

Manitoba employee profit sharing

 

3,325

 

4,933

 

13,663

 

13,669

 

Net profits interest

 

5,255

 

6,034

 

13,849

 

16,467

 

Distribution

 

7,266

 

15,238

 

30,233

 

34,303

 

Other

 

1,237

 

1,112

 

2,781

 

1,859

 

Changes in domestic inventory

 

(14,673

)

893

 

(5,643

)

(1,763

)

Depreciation and amortization

 

15,032

 

27,166

 

55,145

 

78,624

 

Adjustments related to zinc Inventory write-downs

 

(4,635

)

5,351

 

(3,130

)

5,351

 

Asset impairment

 

 

5,878

 

 

5,878

 

Cost of sales, per financial statements

 

96,689

 

153,834

 

365,435

 

426,227

 

 

Total cost of sales for the third quarter of 2012 was $96.7 million, reflecting a decrease of $57.1 million from the third quarter of 2011, mainly due to reduced copper concentrate sales volumes. Costs decreased by $10.4 million as a result of our Trout Lake mine closing on June 30, 2012 and were lower at our Chisel

 

22



 

North mine as a result of its planned closure on September 30, 2012. As a result of our sale of Zochem in the fourth quarter of 2011, we no longer incur costs to convert zinc to zinc oxide. In addition, depreciation and amortization expenses were $12.1 million lower than the same period in 2011 as a result of lower sales volumes and lower amortization costs primarily for Trout Lake and Chisel North. This was partially offset by an increase in purchase concentrate expenses of $5.1 million as a result of increased volume purchased as well as an increase of $4.6 million in service and site administration costs, the majority of which resulted from higher past service pension costs associated with the new collective bargaining agreements.

 

The cost of sales for the year-to-date 2012 was $365.4 million, reflecting a decrease of $60.8 million from the same period in 2011. This was mainly a result of a decrease in costs of $20.4 million at our Trout Lake mine as a result of the mine’s closure on June 30, 2012 and the sale of Zochem which reduced our year-to-date costs by $14.2 million. In addition we recognized lower depreciation and amortization expense in the period as operations at our Trout Lake and Chisel mines have been extended past their original planned closure dates, therefore reducing per tonne amortization. This was partially offset by a $10.3 million increase in service and administration costs, including approximately $10.5 million of past service pension costs associated with new collective agreements.

 

For details on unit operating costs refer to the respective tables in the Operations Review section beginning on page 13.

 

For the third quarter of 2012, other significant variances in expenses, compared to the same period in 2011, include the following:

 

·             Selling and administrative expenses increased by $2.3 million compared to the same period in 2011. The increase was primarily due to increased expenses for share units resulting from a higher share price and a greater number of outstanding units compared to the same period in 2011, partially offset by a reduction in share-based payment expense in 2012 resulting from fewer unvested stock options and lower stock option expense.

 

·             Exploration and evaluation expenses decreased by $4.9 million, compared to the same period in 2011, due to a reduction of exploration expenses in Manitoba compared to the same period in prior year. In addition, since we have suspended operations at our Back Forty project in Michigan, there is less exploration activity compared to the same period in prior year. This is partially offset by higher exploration in our South American business unit.

 

·             Finance expenses increased by $2.7 million to $4.5 million in the third quarter of 2012, compared to the same period in 2011, due to financing fees associated with efforts to arrange financing for the Constancia project.

 

·             Other finance losses increased by $20.7 million, compared to the same period in 2011, primarily as a result of:

 

·             impairment losses of $3.7 million recognized on available-for-sale investments in junior mining companies primarily due to poor market conditions, compared to impairment losses of $2.5 million in the third quarter of 2011;

·             foreign exchange losses of $13.5 million compared to foreign exchange gains of $7.9 million in the third quarter of 2011. The Canadian dollar strengthened against the US dollar in the third quarter of 2012.

 

23



 

For year-to-date 2012, other significant variances in expenses from operations, compared to the same period 2011 include the following:

 

·             Selling and administrative expenses decreased by $1.9 million, totaling $27.9 million year-to-date 2012. The decrease was mainly due to lower stock option expense as no new stock options were being issued. This was partially offset by increased expenses for restricted share units, resulting from a greater number of outstanding units.

 

·             Exploration and evaluation expenses decreased by $4.0 million to $32.6 million year-to-date in 2012 mainly due to a $4.3 million offset from additional investment tax credits recognized as a result of the “New Mine” status for income tax purposes received in the second quarter of 2012 for the Lalor project, in addition to lower costs being incurred at our Back Forty project in Michigan. This is partially offset by higher exploration activities in our South America business unit.

 

·             Other operating income decreased by $2.2 million mainly as a result of a gain recognized on our sale of WPCR during the second quarter of 2011.

 

·             Finance expenses increased by $7.4 million which related mainly to financing fees associated with efforts to arrange financing for the Constancia project.

 

·             Other finance losses increased by $51.5 million mainly as a result of:

 

·             impairment losses of $37.2 million recognized on available-for-sale investments in junior mining companies primarily due to poor market conditions, compared to impairment losses of $3.9 million in the same period of 2011;

·             mark-to-market losses of $1.6 million on our portfolio of warrants to purchase shares in junior mining companies, compared to mark-to-market gains of $0.9 million in the same period of 2011;

·             recognition of an impairment on non-trade receivables of $2.7 million during the first quarter of 2012; and

·             foreign exchange losses of $10.1 million compared to foreign exchange gains of $4.2 million in the same period of 2011. The Canadian dollar strengthened against the US dollar year-to-date in 2012.

 

24



 

Tax Expense

 

Year-to-date 2012, tax expense decreased by $40.9 million compared to the same period in 2011.

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

($000s)

 

2012

 

2011

 

2012

 

2011

 

Non-cash - income tax expense (1)

 

3,471

 

13,638

 

42,690

 

13,879

 

Non-cash - mining tax expense (1)

 

899

 

31,047

 

8,926

 

31,750

 

Total non-cash tax expense

 

4,370

 

44,685

 

51,616

 

45,629

 

Estimated current taxes payable - income tax

 

54

 

12,333

 

(16,041

)

35,903

 

Estimated current taxes payable - mining tax

 

6,674

 

(3,493

)

21,847

 

16,770

 

Total estimated current taxes payable

 

6,728

 

8,840

 

5,806

 

52,673

 

Tax expense

 

11,098

 

53,525

 

57,422

 

98,302

 

 


(1)                                  Non-cash tax expenses represent our draw-down/increase of non-cash deferred income and mining tax assets/liabilities.

 

Income Tax Expense

 

Our effective income tax rate on profit before tax for year-to-date 2012 was approximately 92.5% (year-to-date 2011 - 35.8%). Applying the statutory income tax rate of 26.5% to our profit before taxes of $28.8 million would have resulted in a tax expense of approximately $7.6 million; however we recorded an income tax expense of $26.6 million (year-to-date 2011 - $49.8 million). The significant items causing our effective income tax rate to be different than the 26.5% statutory income tax rate include:

 

·             Losses cause deferred tax assets and a related benefit. Certain of our foreign operations recorded losses of $14.9 million (year-to-date 2011 - $5.8 million) where we have determined that we are not more likely than not to realize the benefit related to the losses; accordingly we have not recorded a deferred tax asset.

·             Impairment loss of $37.2 million that was recorded to recognize impairments on available-for-sale investments in junior mining companies primarily due to poor market conditions. These losses cause deductible temporary differences which can result in a deferred tax asset being recognized to the extent of any Canadian accrued gains based on the projected applicable capital gains tax rate of 12.5%. We have not recorded a related deferred tax asset for these deductible temporary differences as there are no Canadian accrued gains on account of capital.

·             Increase to our valuation allowance with respect to increases in our temporary differences realized in 2012 year-to-date of $10.0 million (year-to-date 2011 - $8.7 million) that relate to obligations associated with mine closure.

·            Increases to our decommissioning and restoration liabilities resulting from a significant decrease in discount rates required us to record a corresponding non-cash increase to property, plant and equipment. We recognized a deferred tax expense of $2.3 million (year-to-date 2011 - $7.9) related to the increase in the property, plant and equipment; however, we did not recognize a deferred tax recovery related to the increase in the decommissioning and restoration liabilities because we determined we are not more likely than not to realize the benefit of the recovery.

 

25



 

Mining Tax Expense

 

Applying the Manitoba statutory income tax rate of 17.0% to our profit before taxes for the year-to-date period of $28.8 million would have resulted in a tax expense of approximately $4.9 million; however, we recorded a mining tax expense of $30.8 million (year-to-date 2011 - $48.5 million). Year-to-date, our effective rate for mining taxes was approximately 106.9% (year-to-date 2011 - 34.8%). Effective mining tax rates can vary significantly based on the composition of our earnings and the expected amount of mining taxable profits. Corporate costs and other costs not related to mining operations are not deductible in computing mining profits. A brief description on how mining taxes are calculated in our various business units is discussed below.

 

Manitoba

 

The Province of Manitoba imposes mining tax on net profit related to the sale of mineral products mined in the Province of Manitoba (mining taxable profit) at the following rates:

 

·             10% of total mining taxable profit if mining profit is $50 million or less;

·             15% of total mining taxable profit if mining profits are between $55 million and $100 million; and

·             17% of total mining taxable profit if mining profits exceed $105 million.

 

We have accumulated mining tax pools over the years and recorded the related benefits as future mining tax assets. We estimate that the tax rate that will be applicable when temporary differences reverse will be 17.0%.

 

Peru

 

In 2011, the Peruvian government enacted a new mining tax (the “Special Mining Tax”) that is imposed on the mining sector in parallel with the existing royalty regime, which in turn was amended in order to be applied on companies’ operating mining income, rather than sales (the “Modified Royalty”). Both the Special Mining Tax and the Modified Royalty are applied on operating mining income based on a sliding scale, with progressive rates ranging from 2.0% to 8.4% and 1.0% to 12.0%, respectively. Based on financial forecasts, we have recorded a deferred tax liability as at September 30, 2012 at the tax rate we expect to apply when temporary differences reverse.

 

26



 

LIQUIDITY AND CAPITAL RESOURCES

 

Precious Metals Stream Transaction with Silver Wheaton

 

On September 28, 2012 we closed a precious metals stream transaction with Silver Wheaton and received an upfront deposit payment of US$500 million. We will receive a further US$250 million in deposit payments in two equal installments once US$500 million and US$1 billion, respectively, in capital expenditures have been incurred at our Constancia project. The US$750 million of deposit payments are in respect of (i) 100% of payable gold and silver from our 777 mine until the later of December 31, 2016 and satisfaction of a completion test at Constancia, and thereafter 50% of payable gold and 100% of payable silver, and (ii) 100% of payable silver from the Constancia project. In addition to the deposit payments, for gold and silver delivered, we will receive cash payments equal to the lesser of (i) the market price and (ii) US$400 per ounce (for gold) and US$5.90 per ounce (for silver), subject to 1% annual escalation after three years.

 

The precious metals stream transaction does not include gold production at Constancia, precious metals production from our Lalor project or our land package in Peru outside of the Constancia and Pampacancha deposits or any other metals or minerals, including copper or zinc, from any of our properties.

 

For further information on the precious metals stream transaction, refer to note 16 of our September 30, 2012 consolidated interim financial statements.

 

9.50% Senior Unsecured Notes

 

On September 13, 2012, we issued US$500 million aggregate principal amount of 9.50% senior unsecured notes (the “Notes”) due October 1, 2020. The Notes were priced at 100 percent of their face value, and yielded proceeds of US$484 million net of directly attributable transaction costs. The Notes have been designated as long-term debt and accounted for initially at fair value and subsequently at amortized cost using the effective interest rate method. Interest is payable on the Notes semi-annually on April 1 and October 1 of each year, beginning on April 1, 2013. As the proceeds will be used to fund the development of Constancia, interest costs will be capitalized to project assets during the construction period of this project. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by substantially all of our existing and future subsidiaries other than our subsidiaries associated with the Constancia project.

 

The Notes contain certain customary covenants and restrictions for a financing instrument of this type. Although there are no maintenance covenants with respect to our financial performance, there are transaction-based restrictive covenants that limit our ability to incur additional indebtedness in certain circumstances. These restrictions could limit our ability to obtain future debt financing, grow in accordance with our strategy or secure the needed working capital to withstand future downturns in the economy or metals prices. In addition, our ability to make restricted payments, including dividend payments, is subject to our compliance with certain covenants which require either the generation of sufficient net earnings or, in the case of semi-annual dividend payments in an amount not exceeding US$20 million, the maintenance of a ratio of consolidated debt to earnings before interest, tax, depreciation and amortization (“EBITDA”) of 2.50 to 1.00 or less. These restrictions may impair our ability to maintain our semi-annual dividend at its current level or at all.

 

For further information on the terms of the Notes, refer to note 15 of our September 30, 2012 consolidated interim financial statements.

 

27



 

Senior Secured Revolving Credit Facility

 

As a result of completing the precious metals stream transaction with Silver Wheaton, we entered into an amendment to our US$300 million credit facility with a syndicate of lenders. The amendment provides the lenders with security over our assets in Manitoba and Saskatchewan and eliminates the requirement to provide guarantees from our Peruvian business. The credit facility, which matures on November 3, 2014, contains customary covenants for a facility of this type, including the requirement to maintain a ratio of consolidated debt to earnings before EBITDA of 3.0 to 1.0 or less on a trailing 12 month basis, and the maintenance of minimum liquidity of 120% of remaining capital spending on the Lalor project.

 

As at September 30, 2012, we were in compliance with our covenants under the facility. Also as at September 30, 2012, we had $64.5 million in outstanding letters of credit collateralized by cash and cash equivalents that would have been classified as restricted cash in the absence of the credit facility.

 

Financial Condition

 

Financial Condition as at September 30, 2012 compared to December 31, 2011

 

Cash and cash equivalents increased by $599.9 million from December 31, 2011 to $1,499.0 million as at September 30, 2012. This increase was mainly driven by receiving net proceeds of $475.6 million for the issuance of the Notes and an initial payment of $491.6 million related to the US$750 million precious metals stream transaction. This was partially offset by $329.7 million in capital expenditures primarily relating to our Lalor and Constancia projects, $62.5 million of cash taxes paid and $34.4 million of dividend payments, offset by operating cash flow. We hold our cash and cash equivalents in low-risk, liquid investments with major Canadian financial institutions.

 

Working capital increased by $578.9 million to $1,420.6 million from December 31, 2011 to September 30, 2012. In addition to the higher cash and cash equivalents position:

 

·             Receivables increased by $21.1 million, due to timing of shipments;

·             Taxes receivable, net of taxes payable, increased by $41.6 million as a result of timing of payments and as a result of the “New Mine” status granted for Lalor for income tax purposes which resulted in the recognition of additional ITCs in the tax receivable balance and reduced taxes owing from prior years as a result of accelerated depreciation of prior year tax pools.

·             The current portion of other financial liabilities increased by $21.3 million primarily as a result of the Peru community agreements described below;

·             Current portion of deferred revenue increased by $81.4 million in relation to the precious metals stream transaction; and

·             Assets and associated liabilities held for sale increased by $5.4 million and $21.1 million respectively, as a result of our classification of Balmat as assets held for sale. See note 5 of the consolidated interim financial statements for more information.

 

In March 2012, we entered into two agreements with communities near the Constancia project in Peru pursuant to which we acquired rights to extract minerals over the useful life of the Constancia project, defined to be a minimum of 15 years. We recognized a liability and a corresponding asset, which have been presented in capital works in progress within property, plant and equipment, together with capitalized costs of the Constancia project. In June 2012, we entered into an additional agreement with one of the communities near the Constancia project, pursuant to we acquired rights to carry out exploration and evaluation activities in the area for a minimum period of three years. We recognized the liability and a corresponding exploration and evaluation expense.

 

28



 

Cash Flows

 

The following table summarizes our cash flows for the three and nine months ended September 30, 2012 and September 30, 2011.

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

($000s)

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Loss for the period

 

(6,138

)

(41,083

)

(28,608

)

(197,874

)

Loss from discontinued operations

 

 

(25,031

)

 

(238,784

)

(Loss) profit from continuing operations

 

(6,138

)

(16,052

)

(28,608

)

40,910

 

Tax expense

 

11,098

 

53,525

 

57,422

 

98,302

 

Items not affecting cash

 

24,887

 

46,901

 

166,862

 

119,410

 

Operating cash flows of discontinued operations

 

 

(2,058

)

 

(2,126

)

Taxes paid

 

(8,360

)

(17,886

)

(62,489

)

(88,377

)

Operating cash flows before stream deposit and change in non-cash working capital

 

21,487

 

64,430

 

133,187

 

168,119

 

Precious metals stream deposit

 

491,600

 

 

491,600

 

 

Change in non-cash working capital

 

(12,243

)

14,030

 

(107,704

)

(15,003

)

Cash (used in) generated by operating activities

 

500,844

 

78,460

 

517,083

 

153,116

 

Cash used in investing activities

 

(162,040

)

56,511

 

(348,766

)

(152,323

)

Cash generated by (used in) financing activities

 

454,899

 

(17,111

)

434,506

 

(34,438

)

Effect of movement in exchange rates on cash and cash equivalents

 

(4,783

)

5,519

 

(2,919

)

3,041

 

Increase (decrease) in cash and cash equivalents

 

788,920

 

123,379

 

599,904

 

(30,604

)

 

Cash Flow from Operating Activities

 

Operating cash flow before stream deposit and change in non-cash working capital was $21.5 million for the third quarter of 2012, a $42.9 million decrease compared with the same period in 2011 mainly as a result of the lower sales volumes.

 

Year-to-date 2012 operating cash flows before stream deposit and change in non-cash working capital were $133.2 million, reflecting a decrease of $34.9 million from the same period in 2011 mainly as a result of lower realized prices and the lower sales volumes. Partly offsetting this decrease was a current tax recovery of $18.2 million to reflect the reduction of prior year taxes owing as a result of accelerated depreciation of prior year tax pools related to the New Mine status ruling at our Lalor mine in the second quarter of 2012.

 

29



 

Cash Flow from Investing and Financing Activities

 

During the third quarter of 2012, our investing and financing activities generated cash of $292.9 million, driven primarily by proceeds from the issuance of the Notes. Partially offsetting this was capital expenditures of $153.9 million at our various projects, Peruvian sales tax payments of $9.2 million related to capital expenditures and dividend payments of $17.2 million.

 

Year-to-date 2012, we generated $85.7 million in investing and financing activities primarily driven by the proceeds from the issuance of the Notes. Partially offsetting this was capital expenditures of $329.7 million, dividend payments of $34.4 million, acquisition of investments in junior mining companies of $5.1 million and Peruvian sales tax payments of $18.5 million.

 

Capital Expenditures

 

The following summarizes cash additions(1) to capital assets for the periods indicated:

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

(in $ millions)

 

2012

 

2011

 

2012

 

2011

 

Plant and Equipment

 

9.5

 

7.4

 

30.2

 

24.7

 

Capital Development

 

4.1

 

3.3

 

12.0

 

12.9

 

Capitalized Exploration

 

1.1

 

5.5

 

2.8

 

12.2

 

Capitalized Fenix Project

 

 

 

 

7.2

 

Capitalized Lalor Project

 

33.2

 

46.7

 

93.8

 

113.6

 

Capitalized 777 North Expansion

 

1.6

 

 

5.3

 

 

Capitalized Reed Project

 

9.3

 

 

15.9

 

 

Capitalized Peru

 

64.7

 

20.0

 

221.3

 

24.9

 

 

 

123.5

 

82.9

 

381.3

 

195.5

 

Less: capital accruals for the period

 

30.4

 

(13.7

)

(51.6

)

(25.4

)

Total

 

153.9

 

69.2

 

329.7

 

170.1

 

 


(1)

Excludes non-cash additions such as changes resulting from estimates relating to decommissioning and restoration liabilities and capitalized depreciation.

 

Our capital expenditures for the three months ended September 30, 2012 were $153.9 million, an increase of $84.7 million, compared to the same period in 2011. The increase is primarily due to increased expenditures at our Constancia and Reed projects, partially offset by lower capitalized costs at our Lalor project.

 

Our capital expenditures for the nine months ended September 30, 2012 were $159.6 million higher than the same period in 2011, primarily due to increased capitalized expenditures at our Constancia project. In addition capitalized expenditures increased as a result of our Reed project, partially offset by decreased capitalized expenditures at our Lalor project, reduced sustaining capital expenditures and the sale of our Fenix project in the third quarter of 2011.

 

For the full year, sustaining capital expenditures in Manitoba are expected to be moderately lower than previous guidance due to the deferral of several discretionary projects.

 

Of the $51.6 million year-to-date capital accruals, $43.8 million related to the Peru Community agreements that will be paid over the life of the mine. The second quarter 2012 accrual was reduced by a payment of $15.9 million related to these agreements.

 

30



 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

(in $ millions)

 

2012

 

2011

 

2012

 

2011

 

777 Mine

 

6.7

 

3.7

 

20.8

 

16.2

 

Trout Lake Mine

 

 

 

1.2

 

 

Chisel North Mine

 

 

0.1

 

 

0.5

 

Flin Flon and Snow Lake Concentrators

 

1.0

 

0.1

 

3.2

 

0.4

 

Flin Flon and Snow Lake Other

 

4.3

 

4.9

 

10.2

 

14.2

 

Zinc Plant

 

0.9

 

2.2

 

7.8

 

3.3

 

Other

 

2.0

 

 

1.6

 

5.2

 

Sustaining capital expenditures

 

14.9

 

11.0

 

44.8

 

39.8

 

Lalor Project

 

33.2

 

46.7

 

93.8

 

113.6

 

Fenix Project

 

 

 

 

7.2

 

Capitalized Peru

 

64.7

 

20.0

 

221.3

 

24.9

 

777 North Expansion

 

1.4

 

1.8

 

5.3

 

6.4

 

Back Forty Project

 

 

3.4

 

0.2

 

3.6

 

Reed

 

9.3

 

 

15.9

 

 

Growth capital expenditures

 

108.6

 

71.9

 

336.5

 

155.7

 

Less: capital accruals for the period

 

30.4

 

(13.7

)

(51.6

)

(25.4

)

Total

 

153.9

 

69.2

 

329.7

 

170.1

 

 

Contractual Obligations and Commitments

 

As at September 30, 2012, we had outstanding capital commitments of approximately $90.5 million primarily related to our Lalor and Reed projects, of which approximately $26.7 million cannot be terminated by Hudbay; and approximately $318.7 million in Peru, primarily related to our Constancia project, of which approximately $111.9 million cannot be terminated by Hudbay.

 

Liquidity

 

As at September 30, 2012, we have $1,847 million in remaining estimated capital costs associated with the Constancia, Lalor and Reed projects and we have total available liquidity of $1,984.5 million, comprising our cash and cash equivalents, US$250 million in deposits to be received from Silver Wheaton and availability under our credit facility of $235.5 million net of outstanding letters of credit. These amounts do not include anticipated cash flow from operations. While we believe that we have sufficient liquidity to satisfy spending requirements to complete our key capital projects and meet our debt service obligations (including obligations under the Notes), to the extent that capital costs are higher than currently forecast, metals prices decline materially from current levels or we have other unanticipated demands on our liquidity, we may need to raise additional financing to complete our capital projects or seek other sources of liquidity such as additional streaming transactions, dispositions of our investments in junior mining companies or reductions in or suspensions of our semi-annual dividend.

 

Outstanding Share Data

 

As of October 31, 2012, there were 171,973,287 common shares of Hudbay issued and outstanding. In addition, options for a maximum aggregate of 3,695,665 common shares were outstanding.

 

31



 

TREND ANALYSIS AND QUARTERLY REVIEW

 

The following table sets forth selected consolidated financial information for each of our eight most recently completed quarters.

 

 

 

2012

 

2011

 

2010

 

 

 

Q3

 

Q2

 

Q1

 

Q4

 

Q3

 

Q2

 

Q1

 

Q4

 

 

 

($000s)

 

Revenue

 

144,659

 

189,858

 

187,038

 

254,314

 

212,335

 

246,823

 

177,345

 

184,607

 

(Loss) profit before tax

 

4,960

 

(726

)

24,579

 

69,813

 

37,474

 

67,368

 

34,371

 

26,594

 

(Loss) profit from continuing operations

 

(6,138

)

(30,441

)

7,970

 

34,286

 

(16,052

)

41,092

 

15,870

 

13,694

 

Loss from discontinued operations

 

 

 

 

 

(25,031

)

(212,970

)

(783

)

(5,826

)

(Loss) profit

 

(6,138

)

(30,441

)

7,970

 

34,286

 

(41,080

)

(171,878

)

15,087

 

7,868

 

(Loss) earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

(0.03

)

(0.17

)

0.05

 

0.21

 

(0.23

)

(0.97

)

0.11

 

0.07

 

Diluted

 

(0.03

)

(0.17

)

0.05

 

0.21

 

(0.23

)

(0.97

)

0.11

 

0.07

 

Operating cash flow per share(1)

 

0.12

 

0.38

 

0.25

 

0.46

 

0.37

 

0.36

 

0.27

 

0.23

 

 


(1) Operating cash flow per share is a non-IFRS financial performance measure with no standardized definition under IFRS. For further information and a detailed reconciliation, please see page 33 of this MD&A.

 

In the second and third quarters of 2012 we recorded a loss compared to profits in the first quarter of 2012 and the first and fourth quarters in 2011. The loss in the third quarter was mainly a result of a significant foreign exchange loss and lower gross profit. The loss in the second quarter of 2012 was mainly a result of a $31.0 million impairment on our available-for-sale investments in junior mining companies. The loss in the third quarter of 2011 was mainly a result of higher deferred tax expense of $26.9 million arising from changes in Peruvian mining tax rates and an increase in the present value of decommissioning and restoration obligations as well as a loss of $22.5 million on disposal of the Fenix project. The loss in the second quarter of 2011 was a result of a $212.7 million impairment on the Fenix project which was sold in the third quarter of 2011.

 

In 2010 our profit was affected by expenditures relating to the Lalor project, as it was in the exploration and evaluation phase; however, effective January 1, 2011, Lalor was considered a development phase project and therefore, the Lalor project costs were capitalized.

 

32



 

Sales in the last three quarters of 2011 benefited from the drawdown of copper concentrate inventory that had accumulated in late 2010 and early 2011 due to a shortage of available railcars that was subsequently resolved. 2011 revenues also benefited from higher copper and zinc prices and significant drawdown of excess copper concentrate inventory.

 

Operating cash flow per share was lower in the third quarter of 2012 compared to previous quarters. The second quarter operating cash flows per share benefited from a current tax recovery of $18.2 million to reflect the reduction of prior year taxes owing as a result of accelerated depreciation of prior year tax pools related to the New Mine status ruling at our Lalor mine. Results in 2011 reflected strong metal prices in the first half and the drawdown of excess copper concentrate inventory in the second half.

 

NON-IFRS FINANCIAL PERFORMANCE MEASURES

 

Operating cash flow per share and cash costs per pound of copper sold are included in this MD&A because we believe that, in the case of operating cash flow per share, it helps investors to evaluate changes in cash flow while taking into account changes in shares outstanding, and in the case of by-product cash costs, they help investors assess our overall costs of metal production and compare those costs to those of other base metal producers. These measures do not have a meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. These measures should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS and are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Other companies may calculate these measures differently.

 

Operating cash flow per share

 

The following table presents our calculation of operating cash flow per share for the three and nine months ended September 30, 2012 and September 30, 2011.

 

 

 

Three Months Ended

 

Nine Months Ended

 

($000s except share and per share
amounts)

 

Sep. 30
2012

 

Sep. 30
2011

 

Sep. 30
2012

 

Sep. 30
2011

 

Operating cash flow before stream deposit and change in non-cash working capital

 

21,487

 

64,430

 

133,187

 

168,119

 

Weighted average shares outstanding

 

171,965,924

 

171,905,912

 

171,955,741

 

166,490,423

 

Operating cash flow per share

 

$

0.12

 

$

0.37

 

$

0.77

 

$

1.01

 

 

33



 

Cash cost per pound of copper sold

 

In the current quarter, we have introduced cash costs per pound of copper sold, calculated using the by-product method, as a new non-IFRS measure (see “Non-IFRS Financial Performance Measures” above). This measure replaces our previous disclosure of co-product costs of copper, zinc and gold as the 777 precious metal stream transaction would have significantly changed the allocation of costs among the three metals in a way that would have made the resulting co-product cost calculations less meaningful for investors compared to by-product cash costs, which do not require the allocation of costs.

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

 

 

2012

 

2011

 

2012

 

2011

 

Cash cost per unit sold

 

 

 

 

 

 

 

 

 

$/lb

 

 

 

 

 

 

 

 

 

Mining, milling, concentrating

 

1.05

 

1.15

 

1.04

 

1.12

 

On-site administration and general expenses

 

0.34

 

0.24

 

0.31

 

0.27

 

Cost to concentrate

 

1.39

 

1.39

 

1.35

 

1.39

 

Treatment and refining

 

0.13

 

0.20

 

0.16

 

0.20

 

Freight and distribution

 

0.29

 

0.31

 

0.27

 

0.28

 

Other

 

(0.04

)

0.02

 

0.01

 

0.01

 

Downstream costs

 

0.38

 

0.53

 

0.44

 

0.49

 

Net by-product credits

 

(1.02

)

(1.18

)

(1.04

)

(1.47

)

Cash cost per pound of copper sold

 

0.75

 

0.74

 

0.75

 

0.41

 

 

 

 

 

 

 

 

 

 

 

Reconciliation to Income Statement

 

 

 

 

 

 

 

 

 

($000’s)

 

 

 

 

 

 

 

 

 

Cost of sales - mine operating costs

 

81,657

 

120,790

 

310,290

 

341,725

 

Treatment and refining charges

 

3,973

 

9,587

 

17,180

 

25,242

 

By-product revenues

 

(74,724

)

(99,180

)

(275,097

)

(323,940

)

 

 

10,906

 

31,197

 

52,373

 

43,027

 

 

 

 

 

 

 

 

 

 

 

Indirect costs(1)

 

 

 

 

 

 

 

 

 

Share based payment

 

(621

)

91

 

(872

)

(247

)

Adjustments related to zinc inventory write-downs

 

4,635

 

(5,351

)

3,130

 

(5,351

)

Demolition and rehabilitation

 

(47

)

(1,130

)

(129

)

(1,779

)

Subtotal - cash costs

 

14,873

 

24,807

 

54,502

 

35,650

 

Copper sales (000s lbs)

 

19,788

 

33,556

 

72,269

 

86,036

 

Cash cost per pound of copper sold ($/lb)

 

0.75

 

0.74

 

0.75

 

0.41

 

 


(1) Indirect costs in cost of sales - mine operating costs

 

Our cash cost per pound of copper sold in the third quarter of 2012, was $0.75, compared to $0.74 in the same period in 2011. Mining, milling and concentrating costs per pound of copper sold were lower in the third quarter of 2012 compared to the same period in 2011 as a result of lower mine costs at our Chisel North mine. The remaining tonnage in this mine was located in pillars in areas that were well developed and the method used to extract the ore was low cost. On site administration and general expenses were higher on a per unit basis primarily as a result of decreased units sold. Net by-product credits are lower primarily as a result of timing of the recognition of gold and silver revenue as a result of the precious metals stream transaction with Silver Wheaton.

 

34



 

Our cash cost per pound of copper sold year-to-date 2012 was $0.75, compared to $0.41 for the same period in 2011. Mining, milling and concentrating costs per pound of copper sold were lower year-to-date 2012 compared to year-to-date 2011 as a result of lower mine costs at our Chisel North and our Trout Lake mines. At our Trout Lake mine, development costs were lower, and we needed less ground control work, used fewer consumables and transitioned fixed cost labour resources to the 777 North expansion and 777 mine. At our Chisel North mine, the mining method used to extract the ore was lower cost compared to 2011. On site administration and general expenses were higher on a per unit basis primarily as a result of decreased units sold. Net by-product credits were lower primarily due to realized lower zinc prices, the sale of scrap copper-bearing material in the first quarter of 2011, as well as a result of timing of the recognition of gold and silver revenue as a result of the precious metals stream transaction with Silver Wheaton.

 

ACCOUNTING CHANGES AND CRITICAL ESTIMATES

 

New standards adopted in 2012

 

For information on our adoption of new accounting standards, refer to note 3 of our September 30, 2012 condensed consolidated interim financial statements.

 

New standards and interpretations not yet adopted

 

For information on new standards and interpretations not yet adopted, refer to note 4 of our September 30, 2012 condensed consolidated interim financial statements.

 

Estimates and judgments

 

For information on significant areas requiring us to make estimates and judgments, refer to note 2 of our September 30, 2012 condensed consolidated interim financial statements.

 

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”). ICFR is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

 

During the first quarter of 2012, our Corporate office began using a new enterprise resource planning (“ERP”) information system that we previously implemented at our Manitoba business unit during the second quarter of 2011. The implementation of the new ERP system followed our project plans, which included a number of typical project controls, such as the testing of data conversion and system reports, user training and user acceptance testing, in order to support ICFR during and after the implementation.

 

We did not make any other changes to ICFR during the quarter ended September 30, 2012 that materially affected or are reasonably likely to materially affect our ICFR.

 

35


EX-99.2 3 a12-25881_1ex99d2.htm EX-99.2

Exhibit 99.2

 

Unaudited Condensed Consolidated Interim Financial Statements

(In Canadian dollars)

 

HUDBAY MINERALS INC.

 

For the three and nine months ended September 30, 2012

 



 

HUDBAY MINERALS INC.

Condensed Consolidated Interim Balance Sheets

(Unaudited and in thousands of Canadian dollars)

 

 

 

 

 

Sep. 30,

 

Dec. 31,

 

 

 

Note

 

2012

 

2011

 

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

$

1,498,981

 

$

899,077

 

Trade and other receivables

 

8

 

61,366

 

40,309

 

Inventories

 

9

 

85,771

 

77,150

 

Prepaid expenses and other current assets

 

 

 

10,581

 

13,964

 

Other financial assets

 

10

 

2,453

 

3,112

 

Taxes receivable

 

18d

 

63,360

 

4,352

 

Assets held for sale

 

5

 

5,397

 

 

 

 

 

 

1,727,909

 

1,037,964

 

Prepaid expenses

 

 

 

1,225

 

1,227

 

Inventories

 

9

 

5,429

 

5,721

 

Receivables

 

8

 

23,595

 

5,212

 

Other financial assets

 

10

 

87,075

 

102,193

 

Intangible assets

 

 

 

12,554

 

11,872

 

Property, plant and equipment

 

12

 

1,510,307

 

1,203,045

 

Goodwill

 

 

 

65,978

 

68,246

 

Deferred tax assets

 

18b

 

14,895

 

13,340

 

 

 

 

 

$

3,448,967

 

$

2,448,820

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Trade and other payables

 

 

 

$

153,545

 

$

163,187

 

Taxes payable

 

18d

 

 

17,413

 

Other liabilities

 

13

 

28,730

 

14,500

 

Other financial liabilities

 

14

 

22,424

 

1,159

 

Deferred revenue

 

16

 

81,425

 

 

Liabilities associated with assets held for sale

 

5

 

21,139

 

 

 

 

 

 

307,263

 

196,259

 

 

 

 

 

 

 

 

 

Long-term debt

 

15

 

475,562

 

 

Other financial liabilities

 

14

 

21,953

 

 

Deferred revenue

 

16

 

410,175

 

 

Provisions

 

17

 

137,924

 

147,304

 

Other employee benefits

 

 

 

107,918

 

100,236

 

Deferred tax liabilities

 

18b

 

237,549

 

189,663

 

 

 

 

 

1,698,344

 

633,462

 

Equity

 

 

 

 

 

 

 

Share capital

 

19b

 

1,020,375

 

1,020,126

 

Reserves

 

 

 

53,272

 

55,097

 

Retained earnings

 

 

 

677,413

 

737,940

 

Equity attributable to owners of the Company

 

 

 

1,751,060

 

1,813,163

 

Non-controlling interests

 

22

 

(437

)

2,195

 

 

 

 

 

1,750,623

 

1,815,358

 

 

 

 

 

$

3,448,967

 

$

2,448,820

 

 

Commitments and contingencies (note 24)

 

1



 

HUDBAY MINERALS INC.

Condensed Consolidated Interim Statements of Cash Flows

(Unaudited and in thousands of Canadian dollars)

 

 

 

 

 

Three months ended

 

Nine months ended

 

 

 

 

 

September 30

 

September 30

 

 

 

Note

 

2012

 

2011

 

2012

 

2011

 

Cash generated from (used in) operating activities:

 

 

 

 

 

 

 

 

 

 

 

Loss for the period

 

 

 

$

(6,138

)

$

(41,083

)

$

(28,608

)

$

(197,874

)

Loss from discontinued operations (net of taxes)

 

 

 

 

(25,031

)

 

(238,784

)

(Loss) profit from continuing operations

 

 

 

(6,138

)

(16,052

)

(28,608

)

40,910

 

Tax expense

 

 

 

11,098

 

53,525

 

57,422

 

98,302

 

Items not affecting cash:

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

7b

 

15,240

 

27,271

 

55,749

 

79,030

 

Share-based payment expense

 

7c

 

2,626

 

(697

)

3,666

 

1,871

 

Net finance costs

 

 

 

3,388

 

(116

)

7,763

 

(688

)

Change in fair value of derivatives

 

 

 

(3,228

)

5,626

 

(1,352

)

5,864

 

Change in taxes receivable/payable

 

 

 

2,553

 

9,046

 

56,683

 

35,704

 

Items reclassified from other comprehensive income

 

21

 

3,017

 

2,376

 

35,290

 

2,485

 

Impairment and mark-to-market losses

 

7e

 

(146

)

2,067

 

4,274

 

2,967

 

Gain on dispositions

 

 

 

590

 

(36

)

514

 

(2,463

)

Other

 

 

 

847

 

1,364

 

4,275

 

(5,360

)

Operating cash flows of discontinued operations

 

 

 

 

(2,058

)

 

(2,126

)

Taxes paid

 

 

 

(8,360

)

(17,886

)

(62,489

)

(88,377

)

Operating cash flows before stream deposit and change in non-cash working capital

 

 

 

21,487

 

64,430

 

133,187

 

168,119

 

Precious metals stream deposit

 

16

 

491,600

 

 

491,600

 

 

Change in non-cash working capital

 

25

 

(12,243

)

14,030

 

(107,704

)

(15,003

)

 

 

 

 

500,844

 

78,460

 

517,083

 

153,116

 

Cash generated from (used in) investing activities:

 

 

 

 

 

 

 

 

 

 

 

Interest received

 

 

 

1,071

 

 

4,548

 

4,464

 

Proceeds on disposition of assets

 

 

 

 

136,896

 

 

139,802

 

Acquisition of property, plant and equipment

 

 

 

(153,650

)

(68,385

)

(328,283

)

(158,106

)

Acquisition of intangible assets

 

 

 

(251

)

(860

)

(1,446

)

(4,781

)

Acquisition of investments

 

 

 

 

(8,650

)

(5,096

)

(40,455

)

Acquisition of subsidiary, net of cash acquired

 

 

 

 

 

 

(94,855

)

Release of (additions to) restricted cash

 

 

 

 

(170

)

 

135

 

Sale of short-term investments

 

 

 

 

 

 

20,112

 

Acquisition of non-controlling interests

 

 

 

 

(2,320

)

 

(11,476

)

Investing cash flows of discontinued operations

 

 

 

 

 

 

(7,163

)

Peruvian sales tax paid on capital expenditures

 

 

 

(9,210

)

 

(18,489

)

 

 

 

 

 

(162,040

)

56,511

 

(348,766

)

(152,323

)

Cash generated from (used in) financing activities:

 

 

 

 

 

 

 

 

 

 

 

Long-term debt borrowing net of transaction costs

 

15

 

475,562

 

 

475,562

 

 

Share issue costs

 

 

 

 

 

 

(237

)

Proceeds from exercise of stock options

 

 

 

52

 

83

 

170

 

145

 

Financing costs

 

 

 

(3,518

)

 

(6,834

)

 

Dividends paid

 

19b

 

(17,197

)

(17,194

)

(34,392

)

(34,346

)

 

 

 

 

454,899

 

(17,111

)

434,506

 

(34,438

)

Effect of movement in exchange rates on cash and cash equivalents

 

 

 

(4,783

)

5,519

 

(2,919

)

3,041

 

Net increase (decrease) in cash and cash equivalents

 

 

 

788,920

 

123,379

 

599,904

 

(30,604

)

Cash and cash equivalents, beginning of period

 

 

 

710,061

 

747,710

 

899,077

 

901,693

 

Cash and cash equivalents, end of period

 

 

 

$

1,498,981

 

$

871,089

 

$

1,498,981

 

$

871,089

 

 

For supplemental information, see note 25.

 

2



 

HUDBAY MINERALS INC.

Condensed Consolidated Interim Income Statements

(Unaudited and in thousands of Canadian dollars, except share and per share amounts)

 

 

 

 

 

Three months ended

 

Nine months ended

 

 

 

 

 

September 30

 

September 30

 

 

 

Note

 

2012

 

2011

 

2012

 

2011

 

Revenue

 

7a

 

$

144,659

 

$

212,335

 

$

521,555

 

$

636,503

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

 

 

 

 

 

 

 

 

 

Mine operating costs

 

 

 

81,657

 

120,790

 

310,290

 

341,725

 

Depreciation and amortization

 

7b

 

15,032

 

27,166

 

55,145

 

78,624

 

Impairment loss

 

 

 

 

5,878

 

 

5,878

 

 

 

 

 

96,689

 

153,834

 

365,435

 

426,227

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

 

47,970

 

58,501

 

156,120

 

210,276

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and administrative expenses

 

 

 

9,847

 

7,597

 

27,904

 

29,776

 

Exploration and evaluation

 

 

 

9,180

 

14,054

 

32,618

 

36,580

 

Other operating income

 

7d

 

(302

)

(463

)

(823

)

(3,014

)

Other operating expenses

 

7d

 

3,849

 

3,490

 

8,290

 

8,333

 

 

 

 

 

 

 

 

 

 

 

 

 

Results from operating activities

 

 

 

25,396

 

33,823

 

88,131

 

138,601

 

 

 

 

 

 

 

 

 

 

 

 

 

Finance income

 

7e

 

(1,111

)

(1,866

)

(4,977

)

(5,990

)

Finance expenses

 

7e

 

4,499

 

1,836

 

12,740

 

5,302

 

Other finance losses (gains)

 

7e

 

17,048

 

(3,620

)

51,554

 

77

 

Net finance expense (income)

 

 

 

20,436

 

(3,650

)

59,317

 

(611

)

Profit before tax

 

 

 

4,960

 

37,473

 

28,814

 

139,212

 

Tax expense

 

18a

 

11,098

 

53,525

 

57,422

 

98,302

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) profit from continuing operations

 

 

 

(6,138

)

(16,052

)

(28,608

)

40,910

 

Loss from discontinued operations (net of taxes)

 

6

 

 

(25,031

)

 

(238,784

)

Loss for the period

 

 

 

(6,138

)

(41,083

)

(28,608

)

(197,874

)

Attributable to:

 

 

 

 

 

 

 

 

 

 

 

Owners of the Company

 

 

 

(5,655

)

(39,505

)

(26,135

)

(189,628

)

Non-controlling interests

 

 

 

(483

)

(1,578

)

(2,473

)

(8,246

)

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the period

 

 

 

$

(6,138

)

$

(41,083

)

$

(28,608

)

$

(197,874

)

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) earnings per share - basic and diluted (note 20)

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

 

 

$

(0.03

)

$

(0.08

)

$

(0.15

)

$

0.27

 

Discontinued operations

 

 

 

 

(0.15

)

 

(1.41

)

Basic and diluted

 

 

 

$

(0.03

)

$

(0.23

)

$

(0.15

)

$

(1.14

)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding (note 20):

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

171,965,924

 

171,905,912

 

171,955,741

 

166,490,423

 

Diluted

 

 

 

171,965,924

 

171,905,912

 

171,955,741

 

166,490,423

 

 

3



 

HUDBAY MINERALS INC.

Condensed Consolidated Interim Statements of Comprehensive Income

(Unaudited and in thousands of Canadian dollars)

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30

 

September 30

 

 

 

2012

 

2011

 

2012

 

2011

 

Loss for the period

 

$

(6,138

)

$

(41,083

)

$

(28,608

)

$

(197,874

)

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss): (note 21)

 

 

 

 

 

 

 

 

 

Recognized directly in equity:

 

 

 

 

 

 

 

 

 

Net exchange (loss) gain on translation of foreign operations

 

(21,651

)

45,728

 

(20,364

)

31,349

 

Effective portion of change in fair value of cash flow hedges

 

52

 

3,601

 

(544

)

6,041

 

Change in fair value of available-for-sale financial assets

 

20,397

 

(34,126

)

(17,513

)

(46,205

)

Tax effect

 

(14

)

3,232

 

146

 

4,054

 

 

 

(1,216

)

18,435

 

(38,275

)

(4,761

)

Transferred to income statement:

 

 

 

 

 

 

 

 

 

Net exchange loss on translation of foreign operations

 

 

20,416

 

 

20,416

 

Change in fair value of cash flow hedges

 

(664

)

(170

)

(1,947

)

(231

)

Impairment of available-for-sale financial assets

 

3,681

 

2,546

 

37,237

 

2,716

 

Tax effect

 

207

 

(301

)

528

 

(336

)

 

 

3,224

 

22,491

 

35,818

 

22,565

 

Other comprehensive income (loss) net of tax, for the period

 

2,008

 

40,926

 

(2,457

)

17,804

 

Total comprehensive loss for the period

 

$

(4,130

)

$

(157

)

$

(31,065

)

$

(180,070

)

 

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

 

 

Owners of the Company

 

(3,483

)

1,213

 

(28,433

)

(172,076

)

Non-controlling interests

 

(647

)

(1,370

)

(2,632

)

(7,994

)

 

 

 

 

 

 

 

 

 

 

Total comprehensive loss for the period

 

$

(4,130

)

$

(157

)

$

(31,065

)

$

(180,070

)

 

4



 

HUDBAY MINERALS INC.

Condensed Consolidated Interim Statements of Changes in Equity

(Unaudited and in thousands of Canadian dollars)

 

 

 

Attributable to owners of the Company

 

 

 

 

 

 

 

Share capital

 

Other
capital
reserves

 

Foreign
currency
translation
reserve

 

Available-
for-sale
reserve

 

Hedging
reserve

 

Retained 
earnings

 

Total

 

Non-controlling 
interests

 

Total equity

 

Balance, January 1, 2011

 

$

642,161

 

$

23,855

 

$

(14,744

)

$

43,565

 

$

(1,904

)

$

931,464

 

$

1,624,397

 

$

9,422

 

$

1,633,819

 

Total comprehensive (loss) income for the period:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss

 

 

 

 

 

 

(189,629

)

(189,629

)

(8,245

)

(197,874

)

Other comprehensive income (loss) (note 21)

 

 

 

51,513

 

(38,034

)

4,073

 

 

17,552

 

252

 

17,804

 

Total comprehensive income (loss)

 

 

 

51,513

 

(38,034

)

4,073

 

(189,629

)

(172,077

)

(7,993

)

(180,070

)

Contributions by and distributions to owners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued on acquisition

 

345,119

 

 

 

 

 

 

345,119

 

 

345,119

 

Share issue costs

 

(239

)

 

 

 

 

 

(239

)

 

(239

)

Share-based payment expense

 

 

1,700

 

 

 

 

 

1,700

 

 

1,700

 

Stock options exercised

 

216

 

(63

)

 

 

 

 

153

 

 

153

 

Dividends

 

 

 

 

 

 

(34,346

)

(34,346

)

 

(34,346

)

Total contributions by and distributions to owners

 

345,096

 

1,637

 

 

 

 

(34,346

)

312,387

 

 

312,387

 

Change in ownership interests in subsidiaries that do not result in a loss of control

 

32,869

 

 

 

 

 

(5,283

)

27,586

 

2,362

 

29,948

 

Balance, September 30, 2011

 

1,020,126

 

25,492

 

36,769

 

5,531

 

2,169

 

702,206

 

1,792,293

 

3,791

 

1,796,084

 

Total comprehensive income (loss) for the period:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss)

 

 

 

 

 

 

35,734

 

35,734

 

(1,448

)

34,286

 

Other comprehensive (loss) income

 

 

 

(15,408

)

630

 

(351

)

 

(15,129

)

(148

)

(15,277

)

Total comprehensive income (loss)

 

 

 

(15,408

)

630

 

(351

)

35,734

 

20,605

 

(1,596

)

19,009

 

Contributions by and distributions to owners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based payment expense

 

 

265

 

 

 

 

 

265

 

 

265

 

Total contributions by and distributions to owners

 

 

265

 

 

 

 

 

265

 

 

265

 

Balance, December 31, 2011

 

$

1,020,126

 

$

25,757

 

$

21,361

 

$

6,161

 

$

1,818

 

$

737,940

 

$

1,813,163

 

$

2,195

 

$

1,815,358

 

 

5


 


 

HUDBAY MINERALS INC.

Condensed Consolidated Interim Statements of Changes in Equity

(Unaudited and in thousands of Canadian dollars)

 

 

 

Attributable to owners of the Company

 

 

 

 

 

 

 

Share capital

 

Other 
capital 
reserves

 

Foreign 
currency 
translation 
reserve

 

Available-
for-sale 
reserve

 

Hedging 
reserve

 

Retained
earnings

 

Total

 

Non-controlling 
interests

 

Total equity

 

Balance, January 1, 2012

 

$

1,020,126

 

$

25,757

 

$

21,361

 

$

6,161

 

$

1,818

 

$

737,940

 

$

1,813,163

 

$

2,195

 

$

1,815,358

 

Total comprehensive income (loss) for the period:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss

 

 

 

 

 

 

(26,135

)

(26,135

)

(2,473

)

(28,608

)

Other comprehensive income (loss) (note 21)

 

 

 

(20,205

)

19,724

 

(1,817

)

 

(2,298

)

(159

)

(2,457

)

Total comprehensive income (loss)

 

 

 

(20,205

)

19,724

 

(1,817

)

(26,135

)

(28,433

)

(2,632

)

(31,065

)

Contributions by and distributions to owners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based payment expense

 

 

552

 

 

 

 

 

552

 

 

552

 

Stock options exercised

 

249

 

(79

)

 

 

 

 

170

 

 

170

 

Dividends

 

 

 

 

 

 

(34,392

)

(34,392

)

 

(34,392

)

Total contributions by and distributions to owners

 

249

 

473

 

 

 

 

(34,392

)

(33,670

)

 

(33,670

)

Balance, September 30, 2012

 

$

1,020,375

 

$

26,230

 

$

1,156

 

$

25,885

 

$

1

 

$

677,413

 

$

1,751,060

 

$

(437

)

$

1,750,623

 

 

6


 


 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

1.                   Reporting entity

 

HudBay Minerals Inc. (the “Company”) was amalgamated under the Canada Business Corporations Act on August 15, 2011. The address of the Company’s principal executive office is 25 York Street, Suite 800, Toronto, Ontario. The condensed consolidated interim financial statements of the Company for the three and nine months ended September 30, 2012 represent the financial position and results of operations of the Company and its subsidiaries (together referred to as the “Group” or “Hudbay” and individually as “Group entities”).

 

Significant subsidiaries include Hudson Bay Mining and Smelting Co., Limited (“HBMS”), Hudson Bay Exploration and Development Company Limited (“HBED”), HudBay Marketing and Sales Inc. (“HMS”), HudBay Peru Inc. (“Hudbay Peru”), HudBay Peru S.A.C. and HudBay (BVI) Inc.

 

Hudbay is an integrated mining company with shares listed under the symbol “HBM” on the Toronto and New York stock exchanges. With assets in North and South America, Hudbay produces copper concentrate (containing copper, gold and silver) and zinc metal, and is focused on the discovery, production and marketing of base and precious metals. Through its subsidiaries, Hudbay owns copper/zinc/gold mines, ore concentrators and a zinc production facility in northern Manitoba and Saskatchewan and a copper mine under construction in Peru. The Group also has investments in a number of exploration companies. Hudbay’s mission is to create sustainable value through increased commodity exposure on a per share basis for its shareholders.

 

Management does not consider the impact of seasonality on operations to be significant on the condensed consolidated interim financial statements.

 

2.                   Basis of preparation

 

(a)              Statement of compliance:

 

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and do not include all of the information required for full annual financial statements by International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

 

The Board of Directors approved these condensed consolidated interim financial statements on November 1, 2012.

 

(b)              Functional and presentation currency:

 

The Group’s condensed consolidated interim financial statements are presented in Canadian dollars, which is the Company’s functional currency. All values are rounded to the nearest thousand ($000) except where otherwise indicated.

 

7



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

(c)               Use of judgment:

 

The preparation of the condensed consolidated interim financial statements in conformity with IAS 34 requires the Group to make judgments, apart from those involving estimations, in applying accounting policies that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated interim financial statements, and reported amounts of revenue and expenses during the reporting period.

 

Significant areas requiring management judgment include acquisition method accounting; taxes; in-process inventory quantities, inventory cost allocations and inventory valuation; property, plant and equipment, including cost allocations for mine development, mining properties expenditures capitalized, determining when exploration and evaluation assets should be transferred to capital works in progress within property, plant and equipment, and componentization; assessment of impairment, including determination of cash-generating units and assessing for indications of impairment; determining whether assets meet criteria for classification as held for sale; determining the accounting classification of the precious metals stream deposit; recoverability of exploration and evaluation assets, including determination of cash-generating units and assessing for indications of impairment; and determination of functional currency.

 

(d)              Use of estimates:

 

The preparation of the condensed consolidated interim financial statements in conformity with IAS 34 requires the Group to make estimates and assumptions that affect the application of accounting policies, reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated interim financial statements, and reported amounts of revenue and expenses during the reporting period. Actual results may differ from these estimates.

 

Significant areas requiring management to make estimates and assumptions include estimating mineral reserves and resources; acquisition method accounting; estimates of fair value of financial instruments; taxes; in-process inventory quantities, inventory cost allocations and inventory valuation; property, plant and equipment, including units-of-production depreciation, estimated useful lives and residual values of property, plant and equipment and finite life intangible assets; assessment of impairment, including the determination of recoverable amount; determination of deferred revenue per unit related to the precious metals stream transaction and determination of current portion of deferred revenue; pensions and other employee benefits; decommissioning, restoration and similar liabilities; contingent liabilities; capital commitments; and assaying used to determine revenue.

 

(e)               Correction of immaterial error:

 

In the course of preparing these consolidated interim financial statements, the Group identified an immaterial error in the consolidated interim statements of comprehensive income for the three and nine months ended September 30, 2011. The comprehensive income attributable to non-controlling interests was previously disclosed as income of $7,994 rather than as a loss of $7,994. As a result, the comprehensive loss attributable to the owners of the Company was overstated by $15,988. The figures were correct as presented in the statements of changes in equity, and the total comprehensive income was correctly disclosed as $180,070. The Group has corrected the error in the current period consolidated interim statements of comprehensive income.

 

8



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

3.                   Significant accounting policies

 

Except as described below, these condensed consolidated interim financial statements reflect the accounting policies applied by the Group in its consolidated financial statements for the year ended December 31, 2011.

 

As required by the IASB, effective January 1, 2012 the Group adopted the following amendments to IFRS:

 

Amendments to IAS 12 Deferred Tax: Recovery of Underlying Assets

 

This amendment introduces an exception to the current measurement principles of deferred tax assets and liabilities arising from investment property measured using the fair value model in accordance with IAS 40 Investment Property. The exception also applies to investment properties acquired in a business combination accounted for in accordance with IFRS 3, Business Combinations assuming the acquirer subsequently measures these assets applying the fair value model. The Group’s adoption of these amendments had no material effect on its consolidated financial statements.

 

Amendments to IFRS 7 Disclosures Transfers of Financial Assets

 

This amendment requires disclosure of information that enables users of financial statements to understand the relationship between transferred financial assets that are not derecognized in their entirety and the associated liabilities and to evaluate the nature of, and risks associated with, the entity’s continuing involvement in derecognized financial assets. The Group’s adoption of this amendment had no material effect on its consolidated financial statements.

 

4.                   New standards and interpretations not yet adopted

 

·                       IFRS 9 Financial Instruments - this standard replaces the guidance in IAS 39 Financial Instruments: Recognition and Measurement on the classification and measurement of financial assets and financial liabilities. The Group intends to adopt IFRS 9 (2010) in its financial statements for the annual period beginning on January 1, 2015. The Group has not yet determined the effect of adoption of IFRS 9 (2010) on its consolidated financial statements.

 

·                       IFRS 10 Consolidated Financial Statements - this standard replaces the guidance in IAS 27 Consolidated and Separate Financial Statements and SIC-12 Consolidation - Special Purpose Entities. IAS 27 (2011) Separate Financial Statements carries forward the existing accounting requirements for separate financial statements and provides a single model to be applied in the control analysis for all investees. The Group intends to adopt IFRS 10 in its financial statements for the annual period beginning on January 1, 2013. The Group does not expect the adoption of IFRS 10 to have a material effect on its consolidated financial statements based on its current facts and circumstances.

 

9



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

·                       IFRS 11 Joint Arrangements - this standard replaces the guidance in IAS 31 Interests in Joint Ventures and classifies joint arrangements as either joint operations or joint ventures based on an entity’s rights and obligations. The Group intends to adopt IFRS 11 in its financial statements for the annual period beginning on January 1, 2013. The Group does not expect the adoption of IFRS 11 to have a material effect on its consolidated financial statements based on its current facts and circumstances.

 

·                       IFRS 12 Disclosure of Interests in Other Entities - this standard contains disclosure requirements for entities that have interests in subsidiaries, joint arrangements (i.e., joint operations or joint ventures), associates and/or unconsolidated structured entities. The Group intends to adopt IFRS 12 in its financial statements for the annual period beginning on January 1, 2013. The Group will provide additional disclosures as required and does not otherwise expect the adoption of IFRS 12 to have a material effect on its consolidated financial statements.

 

·                       IFRS 13 Fair Value Measurement - this standard replaces the fair value measurement guidance contained in individual IFRS with a single source of fair value measurement guidance. The Group intends to adopt IFRS 13 in its financial statements for the annual period beginning on January 1, 2013. The Group has not yet determined the effect of adoption of IFRS 13 on its consolidated financial statements.

 

·                       Amendments to IAS 28 Investments in Associates and Joint Ventures - these amendments carry forward the requirements of IAS 28 (2008), with limited amendments related to associates and joint ventures held for sale, as well as to changes in interests held in associates and joint ventures when an entity retains an interest in the investment. The Group intends to adopt IAS 28 in its financial statements for the annual period beginning on January 1, 2013. The Group does not expect the amendments to have a material effect on its consolidated financial statements based on the current facts and circumstances.

 

·                       Amendments to IAS 32 Offsetting Financial Assets and Liabilities - this amendment clarifies certain aspects of offsetting and net and gross settlement. The Group intends to adopt the amendments to IAS 32 in its financial statements for the annual period beginning on January 1, 2014. The Group has not yet determined the effect of adoption of IAS 32 on its consolidated financial statements.

 

·                       Amendments to IFRS 7 Financial Instruments: Disclosures - this amendment contains new disclosure requirements related to offsetting of financial assets and liabilities. The Group intends to adopt the amendments to IFRS 7 in its financial statements for the annual period beginning on January 1, 2013. The Group has not yet determined the effect of adoption of IFRS 7 on its consolidated financial statements.

 

10



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

·                       Amendments to IAS 1 Presentation of Financial Statements: Presentation of Items of Other Comprehensive Income - these amendments require separate presentation of the items of OCI that may be reclassified to profit or loss in the future from those that will never be reclassified to profit or loss. The Group intends to adopt IAS 1 in its financial statements for the annual period beginning on January 1, 2013. The Group has not yet determined the effect of adoption of the amendments on its consolidated financial statements.

 

·                       IAS 19 Employee Benefits - this amended version of the standard revises certain aspects of the accounting for pension plans and other benefits. The Group intends to adopt IAS 19 in its financial statements for the annual period beginning on January 1, 2013. The Group has not yet determined the effect of adoption of the amendments on its consolidated financial statements.

 

·                       IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine - this interpretation provides guidance on the accounting for waste removal costs that are incurred in surface mining activity during the production phase of a mine. The Group intends to adopt IFRIC 20 in its financial statements for the annual period beginning on January 1, 2013. IFRIC 20 does not currently impact the consolidated financial statements as the Group does not have any surface mines in the production phase.

 

5.                   Assets held for sale

 

Balmat

 

At June 30, 2012, the Group was in advanced discussions with a third party regarding a sale of Balmat, its mine and metallurgical complex in New York, and concluded it met criteria for classification as an asset held for sale at that time. There has been no change in the classification as at September 30, 2012. As at September 30, 2012, the fair value less costs to sell exceeded Hudbay’s carrying value of the Balmat net assets prior to classification as an asset held for sale. The Group determined the fair value less costs to sell based on an offer received from a third party. Balmat is reported within the Other operating segment.

 

As at September 30, 2012, the major classes of assets and liabilities of Balmat were as follows:

 

Assets

 

 

 

Current assets

 

$

394

 

Non-current inventory

 

777

 

Restricted cash

 

1,636

 

Property, plant and equipment

 

2,590

 

Assets held for sale

 

$

5,397

 

 

 

 

 

Liabilities

 

 

 

Trade and other payables

 

$

(148

)

Provisions - decommissioning and restoration liabilities

 

(20,991

)

Liabilities associated with assets held for sale

 

$

(21,139

)

Net assets (liabilities) held for sale

 

$

(15,742

)

 

11



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

6.                   Discontinued operations

 

On September 9, 2011, Hudbay sold its interest in the Fenix ferro-nickel project in Guatemala to the Solway Group. Hudbay acquired the Fenix project in August 2008, through an acquisition of all of the issued and outstanding common shares of HMI Nickel Inc. (formerly Skye Resources Inc.). Pursuant to the terms of the agreement with the Solway Group, Hudbay received US$140 million in cash at. The Group has presented the results of the Fenix project as discontinued operations for the comparative period. At September 30, 2012, none of the additional consideration had been received.

 

The following summarizes results from discontinued operations:

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30

 

September 30

 

 

 

2011

 

2011

 

Expenses

 

$

(2,554

)

$

(3,636

)

Tax benefit

 

 

68

 

 

 

(2,554

)

(3,568

)

Loss on remeasurement to fair value less costs to sell

 

(2,061

)

(214,800

)

Foreign exchange losses transferred from the foreign currency reserve (note 21)

 

(20,416

)

(20,416

)

Loss from discontinued operations

 

$

(25,031

)

$

(238,784

)

 

12



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

7.                   Revenue and expenses

 

(a)               Revenue

 

The Group’s revenue by significant product types:

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30

 

September 30

 

 

 

2012

 

2011

 

2012

 

2011

 

Copper

 

$

73,908

 

$

122,742

 

$

263,638

 

$

337,805

 

Zinc

 

54,022

 

35,114

 

159,881

 

117,216

 

Gold

 

16,303

 

37,511

 

95,700

 

96,241

 

Silver

 

2,738

 

5,937

 

14,669

 

18,893

 

Zinc oxide

 

 

18,428

 

 

68,893

 

Other

 

1,661

 

2,190

 

4,847

 

22,697

 

 

 

148,632

 

221,922

 

538,735

 

661,745

 

Less: treatment and refining charges

 

(3,973

)

(9,587

)

(17,180

)

(25,242

)

 

 

$

144,659

 

$

212,335

 

$

521,555

 

$

636,503

 

 

A portion of the Group’s revenue from sales of zinc is hedged and designated as cash flow hedges related to foreign exchange and zinc price risk. For the three and nine months ended September 30, 2012, revenues from zinc sales included gains from the hedging reserve of $664 and $1,947, respectively (three and nine months ended September 30, 2011 — gains of $170 and $231, respectively) (notes 21 and 23b).

 

(b)               Depreciation and amortization

 

Depreciation of property, plant and equipment and amortization of intangible assets are reflected in the income statements as follows:

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30

 

September 30

 

 

 

2012

 

2011

 

2012

 

2011

 

Total depreciation and amortization presented in:

 

 

 

 

 

 

 

 

 

Cost of sales

 

$

15,032

 

$

27,166

 

$

55,145

 

$

78,624

 

Selling and administrative expenses

 

208

 

105

 

604

 

406

 

 

 

$

15,240

 

$

27,271

 

$

55,749

 

$

79,030

 

 

13



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

(c)               Share-based payment expense

 

 

 

 

 

 

 

 

 

Total

 

 

 

Equity-settled

 

 

 

 

 

share-based

 

 

 

Stock

 

Cash-settled

 

payment

 

 

 

Options

 

RSUs

 

DSUs

 

expense

 

Three months ended September 30, 2012

 

 

 

 

 

 

 

 

 

Share-based payment expense presented in:

 

 

 

 

 

 

 

 

 

Cost of sales

 

$

 

$

621

 

$

 

$

621

 

Selling and administrative expenses

 

30

 

1,055

 

876

 

1,961

 

Other operating expenses

 

 

44

 

 

44

 

 

 

$

30

 

$

1,720

 

$

876

 

$

2,626

 

Nine months ended September 30, 2012

 

 

 

 

 

 

 

 

 

Share-based payment expense presented in:

 

 

 

 

 

 

 

 

 

Cost of sales

 

$

 

$

872

 

$

 

$

872

 

Selling and administrative expenses

 

552

 

1,448

 

703

 

2,703

 

Other operating expenses

 

 

91

 

 

91

 

 

 

$

552

 

$

2,411

 

$

703

 

$

3,666

 

Three months ended September 30, 2011

 

 

 

 

 

 

 

 

 

Share-based payment expense presented in:

 

 

 

 

 

 

 

 

 

Cost of sales

 

$

7

 

$

(98

)

$

 

$

(91

)

Selling and administrative expenses

 

313

 

(119

)

(791

)

(597

)

Other operating expenses

 

 

(3

)

 

(3

)

Exploration and evaluation

 

 

(6

)

 

(6

)

 

 

$

320

 

$

(226

)

$

(791

)

$

(697

)

Nine months ended September 30, 2011

 

 

 

 

 

 

 

 

 

Share-based payment expense presented in:

 

 

 

 

 

 

 

 

 

Cost of sales

 

$

32

 

$

215

 

$

 

$

247

 

Selling and administrative expenses

 

1,668

 

970

 

(1,022

)

1,616

 

Other operating expenses

 

 

2

 

 

2

 

Exploration and evaluation

 

 

6

 

 

6

 

 

 

$

1,700

 

$

1,193

 

$

(1,022

)

$

1,871

 

 

14



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

(d)               Other operating income and expenses

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30

 

September 30

 

 

 

2012

 

2011

 

2012

 

2011

 

Other operating income

 

 

 

 

 

 

 

 

 

Net gain on sale of property, plant and equipment

 

$

(1

)

$

(36

)

$

(158

)

$

(464

)

Gain on sale of White Pine Copper Refinery

 

 

 

 

(1,999

)

Other income

 

(301

)

(427

)

(665

)

(551

)

 

 

(302

)

(463

)

(823

)

(3,014

)

Other operating expenses

 

 

 

 

 

 

 

 

 

Cost of non-producing properties

 

3,849

 

3,490

 

8,290

 

8,333

 

 

 

$

3,849

 

$

3,490

 

$

8,290

 

$

8,333

 

 

In June 2011, the Group disposed of its shares in the White Pine Copper Refinery for proceeds of $2,906 and recognized a gain on sale of $1,999.

 

15



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

(e)               Finance income and expenses

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30

 

September 30

 

 

 

2012

 

2011

 

2012

 

2011

 

Finance income

 

 

 

 

 

 

 

 

 

Interest income

 

$

(1,111

)

$

(1,813

)

$

(4,977

)

$

(5,926

)

Other finance income

 

 

(53

)

 

(64

)

 

 

(1,111

)

(1,866

)

(4,977

)

(5,990

)

Finance expenses

 

 

 

 

 

 

 

 

 

Interest expense (note 15)

 

2,175

 

 

2,175

 

 

Unwinding of accretion on financial liabilities (note 14)

 

786

 

 

1,702

 

 

Unwinding of discounts on provisions

 

737

 

842

 

2,293

 

2,563

 

Other finance expenses

 

3,762

 

994

 

10,447

 

2,739

 

 

 

7,460

 

1,836

 

16,617

 

5,302

 

Less: interest capitalized (notes 14, 15)

 

(2,961

)

 

(3,877

)

 

 

 

4,499

 

1,836

 

12,740

 

5,302

 

 

 

 

 

 

 

 

 

 

 

Other finance losses (gains)

 

 

 

 

 

 

 

 

 

Net foreign exchange losses (gains)

 

13,513

 

(7,934

)

10,057

 

(4,216

)

Ineffective gains on cash flow hedges

 

 

(299

)

(14

)

(509

)

Change in fair value of financial assets and liabilities at fair value through profit or loss:

 

 

 

 

 

 

 

 

 

Classified as held-for-trading

 

(146

)

2,067

 

1,578

 

2,967

 

Remeasurement to fair value of existing interest in Hudbay Peru Recognized in the income statement

 

 

 

 

(881

)

Reclassified from equity

 

 

 

 

(1,220

)

Impairment of receivables

 

 

 

2,696

 

 

Reclassified from equity on impairment of available-for-sale investments (note 21)

 

3,681

 

2,546

 

37,237

 

3,936

 

 

 

17,048

 

(3,620

)

51,554

 

77

 

Net finance expense (income)

 

$

20,436

 

$

(3,650

)

$

59,317

 

$

(611

)

 

Other finance expenses for the three and nine months ended September 30, 2012 relates mainly to amounts associated with efforts to arrange financing for the development projects. Interest expense includes capitalized interest related to the senior unsecured notes and other financial liabilities (notes 14, 15)

 

During the three and nine months ended September 30, 2012, the Group recognized impairment losses on investments in listed shares and transferred pre-tax losses of $3,681 and $37,237, respectively, from the available-for-sale reserve within equity to the income statement.

 

During the nine months ended September 30, 2012, the Group recognized an impairment loss of $2,696 related to a non-trade receivable.

 

16



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

8.                   Trade and other receivables

 

 

 

Sep. 30, 2012

 

Dec. 31, 2011

 

Current

 

 

 

 

 

Trade receivables

 

$

46,036

 

$

27,405

 

Embedded derivatives - provisional pricing

 

6,541

 

(1,407

)

Statutory receivables

 

6,562

 

8,325

 

Other receivables

 

2,227

 

6,063

 

 

 

61,366

 

40,386

 

Less: allowance for bad debts

 

 

(77

)

 

 

61,366

 

40,309

 

Non-current

 

 

 

 

 

Statutory receivables - Peruvian sales tax

 

23,595

 

5,212

 

Total

 

$

84,961

 

$

45,521

 

 

9.                   Inventories

 

 

 

Sep. 30, 2012

 

Dec. 31, 2011

 

Current

 

 

 

 

 

Work in progress

 

$

17,317

 

$

4,362

 

Finished goods

 

53,000

 

58,730

 

Materials and supplies

 

15,454

 

14,058

 

 

 

85,771

 

77,150

 

Non-current

 

 

 

 

 

Materials and supplies

 

5,429

 

5,721

 

Total

 

$

91,200

 

$

82,871

 

 

During the nine months ended September 30, 2012, the Group recognized an expense of $16,805 in cost of sales related to write-downs of the carrying value of zinc inventories to net realizable value (three months ended September 30, 2012 - $1,482). For zinc inventories sold during the period, the related cost of sales were $19,935 less than they would have been had write-downs not been recognized (three months ended September 30, 2012 - $6,117). As a result, for the nine months ended September 30, 2012, the net impact on cost of sales, related to zinc inventory write-downs, was a decrease of $3,130 (three months ended September 30, 2012 — decrease of $4,635).

 

In addition, the cost of inventories recognized as an expense and included in cost of sales amounted to $69,967 and $257,025 for the three and nine months ended September 30, 2012, respectively (three and nine months ended September 30, 2011 - $94,072 and $272,953, respectively).

 

17



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

10.            Other financial assets

 

 

 

Sep. 30, 2012

 

Dec. 31, 2011

 

Current

 

 

 

 

 

Derivative assets

 

$

2,453

 

$

3,112

 

 

 

 

 

 

 

Non-current

 

 

 

 

 

Available-for-sale investments

 

84,831

 

98,279

 

Investments at fair value through profit or loss

 

1,543

 

2,090

 

Derivative assets

 

701

 

132

 

Restricted cash

 

 

1,692

 

 

 

87,075

 

102,193

 

 

 

$

89,528

 

$

105,305

 

 

Derivative assets

 

Derivative assets consist of cash flow hedges and non-hedge derivatives. See note 23b for further descriptions of the Group’s cash flow hedges, which expired in July 2012, and non-hedge derivatives.

 

Available-for-sale investments

 

Available for sale investments consist of investments in Canadian metals and mining companies, most of which are publicly traded. During the quarter, the Group recognized impairment losses on available-for-sale investments (note 7e).

 

18



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

The following table summarizes the change in available-for-sale investments:

 

Balance, January 1, 2011

 

$

104,990

 

Additions

 

34,422

 

Increase from remeasurement to fair value

 

9,287

 

Reclassification upon acquisition of control of Hudbay Peru

 

(5,164

)

Balance, March 31, 2011

 

143,535

 

Additions

 

8,383

 

Decrease from remeasurement to fair value

 

(21,366

)

Balance, June 30, 2011

 

130,552

 

Additions

 

955

 

Decrease from remeasurement to fair value (note 21)

 

(34,126

)

Balance, September 30, 2011

 

97,381

 

Additions

 

3,811

 

Decrease from remeasurement to fair value

 

(2,913

)

Balance, December 31, 2011

 

98,279

 

Additions

 

4,065

 

Decrease from remeasurement to fair value

 

(6,213

)

Balance, March 31, 2012

 

96,131

 

Decrease from remeasurement to fair value (note 21)

 

(31,697

)

Balance, June 30, 2012

 

64,434

 

Increase from remeasurement to fair value (note 21)

 

20,397

 

Balance, September 30, 2012

 

$

84,831

 

 

Credit facility, letters of credit and restricted cash

 

On November 3, 2010, Hudbay arranged a US$300 million revolving credit facility with a syndicate of lenders. The facility has an initial term of four years, is secured by a pledge of assets of the Company, and is unconditionally guaranteed by Hudbay’s non-Peruvian material subsidiaries. Upon closing, restricted cash on deposit to support letters of credit was reclassified to cash and cash equivalents. As at September 30, 2012, the Group had outstanding letters of credit in the amount of $64,470 (December 31, 2011 - $61,954). Restricted cash of $1,636 has been reclassified to assets held for sale (note 5).

 

19



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

11.    Property, plant and equipment

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

depreciation and

 

Carrying

 

Sep. 30, 2012

 

Cost

 

amortization

 

amount

 

 

 

 

 

 

 

 

 

Exploration and evaluation assets

 

$

33,826

 

$

 

$

33,826

 

Capital works in progress

 

1,103,850

 

 

1,103,850

 

Mine development

 

393,392

 

(327,544

)

65,848

 

Plant and equipment

 

591,741

 

(284,958

)

306,783

 

 

 

$

2,122,809

 

$

(612,502

)

$

1,510,307

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

depreciation and

 

Carrying

 

Dec. 31, 2011

 

Cost

 

amortization

 

amount

 

Exploration and evaluation assets

 

$

36,994

 

$

 

$

36,994

 

Capital works in progress

 

786,844

 

(312

)

786,532

 

Mine development

 

378,335

 

(308,235

)

70,100

 

Plant and equipment

 

576,898

 

(267,479

)

309,419

 

 

 

$

1,779,071

 

$

(576,026

)

$

1,203,045

 

 

As at March 31, 2012, the Group determined that the Reed copper project reached the end of the exploration and evaluation phase. At that time, the Group had completed a pre-feasibility study, some of the resources had been converted to reserves, and management had determined it was probable the project will be developed into a mine. Effective April 1, 2012, the carrying value of exploration and evaluation assets related to the Reed project was reclassified to capital works in progress, and the Group is capitalizing subsequent costs to develop the project.

 

12.    Goodwill

 

As at September 30, 2012, the Group conducted its annual goodwill impairment test on the South America business unit to which goodwill has been assigned. The recoverable amount (fair value less cost to sell) of the cash-generating unit exceeded its carrying value, and therefore the Group concluded the goodwill was not impaired.

 

13.    Other liabilities

 

 

 

Sep. 30, 2012

 

Dec. 31, 2011

 

Current portion of

 

 

 

 

 

Pension obligations

 

$

 

$

6,553

 

Other employee benefits

 

3,521

 

3,513

 

Provisions (note 17)

 

7,212

 

4,434

 

Other

 

17,997

 

 

 

 

$

28,730

 

$

14,500

 

 

20



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

14.    Other financial liabilities

 

 

 

Sep. 30, 2012

 

Dec. 31, 2011

 

Current

 

 

 

 

 

Derivative liabilities

 

$

160

 

$

1,159

 

Other financial liabilities at amortized cost

 

22,264

 

 

 

 

22,424

 

1,159

 

Non-current

 

 

 

 

 

Other financial liabilities at amortized cost

 

21,953

 

 

 

 

$

44,377

 

$

1,159

 

 

In March 2012, Hudbay entered into two agreements with communities near the Constancia project in Peru pursuant to which Hudbay acquired rights to extract minerals over the useful life of the Constancia project, defined to be a minimum of fifteen years. The Group recognized a liability and a corresponding asset, which has been presented in capital works in progress within property, plant and equipment, together with capitalized costs of the Constancia project. As a result of negotiations, one of the community agreements increased by $2,350 in the three months ended September 30, 2012.

 

In June 2012, Hudbay entered into an additional agreement with one of the communities near the Constancia project, which allows the Group to carry out exploration and evaluation activities in the area for a minimum period of three years. The Group recognized the related liability and a corresponding exploration and evaluation expense.

 

These liabilities were recorded at fair value upon initial recognition, which the Group determined using a discounted cash flow analysis based on expected cash flows and a credit-adjusted discount rate. In making this determination, the Group applied estimates in determining the appropriate discount rate, as well as the timing and amount of future cash flows under the agreements. Subsequent to initial recognition, the Group measures such liabilities at amortized cost using the effective interest method.

 

21



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

15.    Long term debt

 

 

 

Sep. 30, 2012

 

Dec. 31, 2011

 

Principal

 

$

491,600

 

$

 

Transaction costs

 

(16,038

)

$

 

 

 

475,562

 

 

 

On September 13 2012, Hudbay issued US$500,000 aggregate principal amount of 9.50% senior unsecured notes (the “Notes”) due October 1, 2020 pursuant to a private placement offering.

 

The Notes were priced at 100% of their face value, yielding proceeds of US$484,000 ($475,000) net of directly attributable transaction costs. The Notes have been classified as financial liabilities at amortized cost and accounted for initially at fair value net of transaction costs and subsequently at amortized cost using the effective interest rate method. Interest is payable on the Notes semi-annually on April 1 and October 1 of each year, beginning on April 1, 2013. As the proceeds of the offering will be used to fund the development of the Constancia project, interest costs will be capitalized to project assets during the development phase of this project.

 

The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by Hudbay’s existing and future subsidiaries, other than certain excluded subsidiaries, which include subsidiaries that own the Constancia project. The Notes also contain certain customary covenants and restrictions for a financing instrument of this type. Although there are no maintenance covenants with respect to the Group’s financial performance, there are transaction-based restrictive covenants that limit the Group’s ability to incur additional indebtedness in certain circumstances. In addition, the Group’s ability to make restricted payments, including dividend payments, is subject to the compliance with certain covenants which require either the generation of sufficient net earnings or, in the case of semi-annual dividend payments in an amount not exceeding US$20 million, the maintenance of a ratio of consolidated debt to earnings before income tax and depreciation and amortization of 2.50 to 1.00 or less.

 

At any time prior to October 1, 2016, Hudbay may redeem the Notes, in whole but not in part, at a redemption price equal to 100.000% of the aggregate principal amount of the Notes plus an amount equal to the greater of (i) 1% of the principal amount of the Notes to be redeemed and (ii) the excess, if any, of (a) the present value as of the date of redemption of the October 1, 2016 redemption price of the Notes (as described below) plus required interest payments through October 1, 2016 over (b) the then outstanding principal amount of such Notes, plus, in either case, accrued and unpaid interest.

 

On or after October 1, 2016, Hudbay may redeem the Notes, at its option in whole or in part, at the redemption prices (expressed as percentages of the principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if redeemed during the twelve-month period beginning on October 1 of each of the years indicated below:

 

Year

 

Percentage

 

2016

 

104.750

%

2017

 

102.375

%

2018 and thereafter

 

100.000

%

 

22



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

In addition, Hudbay may redeem up to 35% of the Notes prior to October 1, 2015 with the net cash proceeds from certain equity offerings at a redemption price equal to 109.500% of the aggregate principal amount thereof, plus accrued and unpaid interest.

 

16.    Deferred revenue

 

On September 28, 2012, the Group entered into a precious metals stream transaction with Silver Wheaton Corp. (“Silver Wheaton”) whereby the Group will receive aggregate deposit payments of US$750,000 against delivery of 100% of payable gold and silver from Hudbay’s 777 mine until the later of the end of 2016 and satisfaction of a completion test at the Constancia project, and delivery of 50% of payable gold and 100% of payable silver for the remainder of the 777 mine life. The stream transaction also includes delivery of 100% of payable silver from the Constancia project.

 

In addition to the deposit payments, as gold and silver is delivered to Silver Wheaton, the Group will receive cash payments equal to the lesser of (i) the market price and (ii) US$400 per ounce (for gold) and US$5.90 per ounce (for silver), subject to 1% annual escalation after three years.

 

The Group received an upfront payment of US$500,000 ($491,600) in September 2012 and will receive the remaining US$250,000 in two equal installments once the Constancia project incurs capital expenditures of US$500,000 and US$1,000,000, respectively.

 

The Group recorded the upfront deposit received as deferred revenue and will recognize amounts in revenue as gold and silver are delivered to Silver Wheaton. The Group determines the amortization of deferred revenue to the income statement on a per unit basis using the estimated total number of gold and silver ounces expected to be delivered to Silver Wheaton over the life of the 777 and Constancia mines. The Group estimates the current portion of deferred revenue based on deliveries anticipated over the next twelve months.

 

The following table summarized changes in deferred revenue:

 

Balance, January 1, 2012

 

$

 

Upfront deposit received

 

491,600

 

Less: estimated current portion

 

81,425

 

Balance, September, 30 2012

 

410,175

 

 

23



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

17.    Provisions

 

 

 

Decommiss-ioning,
restoration
and similar
liabilities

 

Deferred
share units

 

Restricted
share units

 

Other

 

Total

 

Reflected in the balance sheets as follows:

 

 

 

 

 

 

 

 

 

 

 

Sep. 30, 2012

 

 

 

 

 

 

 

 

 

 

 

Current (note 13)

 

$

910

 

$

3,117

 

$

2,807

 

$

378

 

$

7,212

 

Non-current

 

135,604

 

 

2,320

 

 

137,924

 

 

 

$

136,514

 

$

3,117

 

$

5,127

 

$

378

 

$

145,136

 

Dec. 31, 2011

 

 

 

 

 

 

 

 

 

 

 

Current (note 13)

 

$

1,524

 

$

2,415

 

$

 

$

495

 

$

4,434

 

Non-current

 

144,558

 

 

2,746

 

 

147,304

 

 

 

$

146,082

 

$

2,415

 

$

2,746

 

$

495

 

$

151,738

 

 

Decommissioning, restoration and similar liabilities are remeasured at each reporting date to reflect changes in discount rates, which can significantly affect the liabilities.

 

18.    Income and mining taxes

 

(a)     Tax expense:

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30

 

September 30

 

 

 

2012

 

2011

 

2012

 

2011

 

Tax expense based on:

 

 

 

 

 

 

 

 

 

Current:

 

 

 

 

 

 

 

 

 

Taxable income

 

$

54

 

$

12,333

 

$

171

 

$

35,903

 

Taxable mining profits

 

6,674

 

(3,493

)

21,847

 

16,770

 

Adjustments in respect of prior years

 

 

 

(16,212

)

 

 

 

6,728

 

8,840

 

5,806

 

52,673

 

Deferred:

 

 

 

 

 

 

 

 

 

Income taxes - origination and reversal of temporary difference

 

3,471

 

13,617

 

24,893

 

15,575

 

Mining taxes - origination and reversal of temporary difference

 

899

 

12,038

 

3,166

 

12,741

 

Peruvian mining tax - origination and reversal of temporary difference

 

 

19,009

 

5,760

 

19,009

 

Benefit arising from previously unrecognized tax loss, or temporary difference

 

 

21

 

 

(1,696

)

Adjustments in respect of prior years

 

 

 

17,797

 

 

 

 

4,370

 

44,685

 

51,616

 

45,629

 

 

 

 

 

 

 

 

 

 

 

 

 

$

11,098

 

$

53,525

 

$

57,422

 

$

98,302

 

 

24



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

(b)     Deferred tax assets and liabilities as represented on the balance sheets:

 

 

 

Sep. 30, 2012

 

Dec. 31, 2011

 

Deferred income tax asset

 

$

14,895

 

$

12,277

 

Deferred mining tax asset - Canada

 

 

1,063

 

 

 

14,895

 

13,340

 

Deferred income tax liability

 

(211,297

)

(170,381

)

Deferred mining tax liability - Canada

 

(2,102

)

 

Deferred mining tax liability - Peru

 

(24,150

)

(19,282

)

 

 

(237,549

)

(189,663

)

Net deferred tax liability balance, end of period

 

$

(222,654

)

$

(176,323

)

 

(c)     Changes in deferred tax assets and liabilities:

 

 

 

Nine months ended

 

 

 

September 30

 

 

 

2012

 

2011

 

Net deferred tax (liability) asset balance, beginning of period

 

$

(176,323

)

$

8,104

 

Deferred tax expense

 

(51,616

)

(45,629

)

OCI transactions (note 21)

 

 

5,455

 

Purchase price adjustment

 

 

(128,836

)

Foreign currency translation on Hudbay Peru deferred tax liability

 

5,285

 

(10,521

)

Other

 

 

11

 

Net deferred tax liability balance, end of period

 

$

(222,654

)

$

(171,416

)

 

(d)     Taxes receivable/payable:

 

The timing of payments results in significant variances in period-to-period comparisons of the tax receivable and tax payable balances. In addition, as a result of the positive tax ruling in the second quarter of 2012 from the Canada Revenue Agency with respect to the “New Mine” status for the Lalor project for income tax purposes, the Group recognized an increase in taxes receivable due to income tax credits (“ITCs”) recorded of $14,415 and a reduction of prior year taxes owing of $18,196 as a result of accelerated depreciation of prior year tax pools.

 

(e)     Other disclosure:

 

The tax rules and regulations applicable to mining companies are highly complex and subject to interpretation. The Group may be subject in the future to a review of its historic income and other tax filings and, in connection with such reviews, disputes can arise with the taxing authorities over the interpretation or application of certain tax rules and regulations in respect of the Group’s business. These reviews may alter the timing or amount of taxable income or deductions. The amount ultimately reassessed upon resolution of issues raised may differ from the amount accrued.

 

25



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

19.            Share capital

 

(a)               Preference shares:

 

Authorized:                       Unlimited preference shares without par value

 

(b)               Common shares:

 

Authorized:                       Unlimited common shares without par value

 

Issued and fully paid:

 

 

 

Nine months ended

 

Year ended

 

 

 

Sep. 30, 2012

 

Dec. 31, 2011

 

 

 

Common

 

 

 

Common

 

 

 

 

 

shares

 

Amount

 

shares

 

Amount

 

Balance, beginning of period

 

171,937,665

 

$

1,020,126

 

149,431,339

 

$

642,161

 

Exercise of stock options

 

33,622

 

249

 

30,622

 

216

 

Share issue costs, net of tax

 

 

 

 

(239

)

Issued - acquisition of Hudbay Peru

 

 

 

20,372,986

 

345,119

 

Issued - acquisition of non-controlling interest

 

 

 

2,102,718

 

32,869

 

Balance, end of period

 

171,971,287

 

$

1,020,375

 

171,937,665

 

$

1,020,126

 

 

In the period, the Company declared semi-annual dividends of $0.10 per share. The Company paid $17,195 and $17,197 on March 7, 2012 and September 28, 2012 to shareholders of record as of March 20, 2012 and September 14, 2012, respectively.

 

In 2011, the Company paid $17,152 and $17,194 on March 31, 2011 and September 30, 2012 to shareholders of record as of March 31, 2011 and September 15, 2011, respectively.

 

26



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

20.            Earnings per share data

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30

 

September 30

 

 

 

2012

 

2011

 

2012

 

2011

 

Weighted average common shares outstanding Basic

 

171,965,924

 

171,905,912

 

171,955,741

 

166,490,423

 

Plus net incremental shares from assumed conversion: stock options

 

245,446

 

442,299

 

278,656

 

597,738

 

Diluted weighted average common shares outstanding

 

172,211,370

 

172,348,211

 

172,234,397

 

167,088,161

 

 

The determination of the diluted weighted-average number of common shares excludes 2,470,157 and 1,972,569 shares related to stock options that were anti-dilutive for the three and nine months ended September 30, 2012, respectively (three and nine months ended September 30, 2011 - 51,957 and 669,495 shares, respectively).

 

For periods where Hudbay records a loss, the Group calculates diluted loss per share using the basic weighted average number of shares, as if the diluted weighted average number of share was used; the result would be a reduction in the loss, which would be anti-dilutive. Consequently, for the three and nine months ended September 30, 2012, the Group calculated diluted loss per share using 171,965,924 common shares and 171,955,741 common shares, respectively. For the three and nine months ended September 30, 2011, the Group calculated diluted loss per share using 171,905,912 common shares and 166,490,423 common shares, respectively, except for profit from continuing operations per share.

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30

 

September 30

 

 

 

2012

 

2011

 

2012

 

2011

 

(Loss) profit from continuing operations attributable to:

 

 

 

 

 

 

 

 

 

Owners of the Company

 

$

(5,655

)

$

(14,474

)

$

(26,135

)

$

45,642

 

Non-controlling interests

 

(483

)

(1,578

)

(2,473

)

(4,732

)

 

 

$

(6,138

)

$

(16,052

)

$

(28,608

)

$

40,910

 

Loss from discontinued operations attributable to:

 

 

 

 

 

 

 

 

 

Owners of the Company

 

$

 

$

(25,031

)

$

 

$

(235,270

)

Non-controlling interests

 

 

 

 

(3,514

)

 

 

$

 

$

(25,031

)

$

 

$

(238,784

)

 

27



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

21.            Other comprehensive income (loss) (“OCI”)

 

 

 

Three months ended
 Sep. 30, 2012

 

Three months ended
Sep. 30, 2011

 

 

 

Pre-tax

 

Tax

 

Net of
tax

 

Pre-tax

 

Tax

 

Net of
tax

 

Foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

 

 

Net exchange gain (loss) on translation of foreign operations

 

$

(21,651

)

$

 

$

(21,651

)

$

45,728

 

$

 

$

45,728

 

Transfer to income statement on disposal of foreign operations (note 6)

 

 

 

 

20,416

 

 

20,416

 

 

 

(21,651

)

 

(21,651

)

66,144

 

 

66,144

 

Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of available-for-sale investments (note 10)

 

20,397

 

 

20,397

 

(34,126

)

4,279

 

(29,847

)

Transfer to income statement on impairment of investments (note 7e)

 

3,681

 

 

3,681

 

2,546

 

(320

)

2,226

 

 

 

24,078

 

 

24,078

 

(31,580

)

3,959

 

(27,621

)

Cash flow hedge

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective portion of change in fair value of cash flow hedges

 

52

 

(14

)

38

 

3,601

 

(1,047

)

2,554

 

Transfer to income statement as hedged transactions occurred (note 7a)

 

(664

)

207

 

(457

)

(170

)

19

 

(151

)

 

 

(612

)

193

 

(419

)

3,431

 

(1,028

)

2,403

 

Total OCI (loss)

 

$

1,815

 

$

193

 

$

2,008

 

$

37,995

 

$

2,931

 

$

40,926

 

 

28



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

 

 

Nine months ended
Sep. 30, 2012

 

Nine months ended
Sep. 30, 2011

 

 

 

Pre-tax

 

Tax

 

Net of
tax

 

Pre-tax

 

Tax

 

Net of
tax

 

Foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

 

 

Net exchange gain (loss) on translation of foreign operations

 

$

(20,364

)

$

 

$

(20,364

)

$

31,349

 

$

 

$

31,349

 

Transfer to income statement on disposal of foreign operations (note 6)

 

 

 

 

20,416

 

 

20,416

 

 

 

(20,364

)

 

(20,364

)

51,765

 

 

51,765

 

Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of available-for-sale investments

 

(17,513

)

 

(17,513

)

(46,205

)

5,795

 

(40,410

)

Transfer to income statement on impairment of investments (note 7e)

 

37,237

 

 

37,237

 

3,936

 

(492

)

3,444

 

Transfer to income statements on sale of investments (note 7e)

 

 

 

 

(1,220

)

152

 

(1,068

)

 

 

19,724

 

 

19,724

 

(43,489

)

5,455

 

(38,034

)

Cash flow hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective portion of change in fair value of cash flow hedges

 

(544

)

146

 

(398

)

6,041

 

(1,741

)

4,300

 

Transfer to income statements as hedged transactions occurred (note 7a)

 

(1,947

)

528

 

(1,419

)

(231

)

4

 

(227

)

 

 

(2,491

)

674

 

(1,817

)

5,810

 

(1,737

)

4,073

 

Total OCI (loss)

 

$

(3,131

)

$

674

 

$

(2,457

)

$

14,086

 

$

3,718

 

$

17,804

 

 

Gains and losses transferred from equity into profit or loss during the period are included in the following line items in the income statements:

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30

 

September 30

 

 

 

2012

 

2011

 

2012

 

2011

 

Revenue (note 7a)

 

$

664

 

$

170

 

$

1,947

 

$

231

 

Other finance losses (note 7e)

 

(3,681

)

(2,546

)

(37,237

)

(2,716

)

Discontinued operations (note 6)

 

 

(20,416

)

 

(20,416

)

Tax expense

 

(207

)

301

 

(528

)

336

 

 

 

$

(3,224

)

$

(22,491

)

$

(35,818

)

$

(22,565

)

 

29



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

22.            Non-controlling interests

 

Prior to the disposition of the Fenix project on September 9, 2011, the Group owned 98.2% of Compañía Guatemalteca de Níquel (“CGN”). As a result of the disposition, the Group is no longer required to account for the related non-controlling interest.

 

Hudbay owns 51% of the Back Forty project in accordance with a subscription, option and joint venture agreement with Aquila Resources Inc. (“Aquila”). Hudbay has control over the Back Forty project and accordingly consolidates the Back Forty project in its consolidated financial statements. Hudbay suspended its exploration and evaluation activities at the Back Forty project effective July 3, 2012.

 

In accordance with a joint venture agreement with VMS Ventures Inc. (“VMS”), Hudbay owns 70% of the Reed copper project and the two claims immediately to the south. Hudbay has control over the project and accordingly consolidates the Reed copper project in its consolidated financial statements. The Reed copper project entered the development phase effective April 1, 2012.

 

The Group acquired 90.5% of Hudbay Peru on March 1, 2011 and increased its ownership throughout 2011, resulting in a 100% ownership interest as at September 30, 2011.

 

 

 

 

 

Back Forty

 

Reed

 

 

 

 

 

 

 

CGN

 

Project

 

Project

 

Hudbay Peru

 

Total

 

Balance, January 1, 2011

 

$

1,129

 

$

8,030

 

$

263

 

$

 

$

9,422

 

Share of assets acquired

 

 

 

 

9,446

 

9,446

 

Acquisition of non-controlling interest

 

 

 

 

(9,469

)

(9,469

)

Share of OCI

 

 

252

 

 

 

252

 

Share of net (loss) profit

 

(3,514

)

(3,702

)

(1,052

)

23

 

(8,245

)

Disposition of subsidiary

 

2,385

 

 

 

 

2,385

 

Balance, September 30, 2011

 

 

4,580

 

(789

)

 

3,791

 

Acquisition of non-controlling

 

 

 

 

 

 

 

 

 

 

 

Share of OCI

 

 

(148

)

 

 

(148

)

Share of net loss

 

 

(1,339

)

(109

)

 

(1,448

)

Balance, December 31, 2011

 

 

3,093

 

(898

)

 

2,195

 

Share of OCI

 

 

(159

)

 

 

(159

)

Share of net loss

 

 

(2,035

)

(438

)

 

(2,473

)

Balance, September 30, 2012

 

$

 

$

899

 

$

(1,336

)

$

 

$

(437

)

 

30



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

23.            Financial instruments

 

(a)               Fair value and carrying value of financial instruments:

 

The following presents the fair value and carrying value of the Group’s financial instruments and non-financial derivatives:

 

 

 

Sep. 30, 2012

 

Dec. 31, 2011

 

 

 

Fair Value

 

Carrying 
value

 

Fair Value

 

Carrying 
value

 

Financial assets

 

 

 

 

 

 

 

 

 

Loans and receivables

 

 

 

 

 

 

 

 

 

Cash and cash equivalents (1)

 

$

1,498,981

 

$

1,498,981

 

$

899,077

 

$

899,077

 

Restricted cash(1)

 

 

 

1,692

 

1,692

 

Trade and other receivables(1) (2)

 

48,263

 

48,263

 

33,391

 

33,391

 

Fair value through profit or loss

 

 

 

 

 

 

 

 

 

Trade and other receivables - embedded derivatives(3)

 

6,541

 

6,541

 

(1,407

)

(1,407

)

Non-hedge derivative assets(3)

 

3,154

 

3,154

 

36

 

36

 

Investments at FVTPL(4)

 

1,543

 

1,543

 

2,090

 

2,090

 

Designated in cash flow hedges

 

 

 

 

 

 

 

 

 

Hedging derivative assets(3)

 

 

 

3,076

 

3,076

 

Available-for-sale

 

 

 

 

 

 

 

 

 

Available-for-sale investments(4)

 

84,831

 

84,831

 

98,279

 

98,279

 

 

 

1,643,313

 

1,643,313

 

1,036,234

 

1,036,234

 

Financial liabilities

 

 

 

 

 

 

 

 

 

Financial liabilities at amortized cost

 

 

 

 

 

 

 

 

 

Trade and other payables(1) (2)

 

145,714

 

145,714

 

158,708

 

158,708

 

Other financial liabilities(5)

 

41,503

 

44,217

 

 

 

Long term debt(6)

 

514,951

 

475,562

 

 

 

Fair value through profit or loss

 

 

 

 

 

 

 

 

 

Trade and other payables - embedded derivatives(3)

 

1,466

 

1,466

 

35

 

35

 

Non-hedge derivative liabilities(3)

 

160

 

160

 

1,159

 

1,159

 

 

 

703,794

 

667,119

 

159,902

 

159,902

 

Net financial assets

 

$

939,519

 

$

976,194

 

$

876,332

 

$

876,332

 

 


(1)          Cash and cash equivalents, restricted cash, trade and other receivables and trade and other payables are recorded at carrying value, which approximates fair value due to their short-term nature and generally negligible credit losses.

(2)          Excludes embedded provisional pricing derivatives, as well as tax and other statutory amounts.

(3)          Derivatives and embedded provisional pricing derivatives are carried at their fair value, which is determined based on internal valuation models that reflect observable forward market commodity prices, currency exchange rates, and discount factors based on market US dollar interest rates adjusted for credit risk.

(4)          Available-for-sale investments are carried at their fair value, which is determined using quoted market bid prices in active markets for listed shares and determined using valuation models for shares of private companies. Investments at FVTPL consist of warrants to purchase listed shares, which are carried at fair value as determined using a Black-Scholes model.

(5)          These financial liabilities relate to agreements with communities near the Constancia project in Peru (note 14).  Fair values have been determined using a discounted cash flow analysis based on expected cash flows and a credit adjusted discount rate.

(6)          Fair value of the long-term debt (note 15) has been determined using the quoted market price at the period end. The fair value is calculated on the full value of the debt, while the carrying value is net of transaction costs.

 

31



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

Fair value hierarchy

 

The table below provides an analysis by valuation method of financial instruments that are measured at fair value subsequent to recognition. Levels 1 to 3 are defined based on the degree to which fair value inputs are observable and have a significant effect on the recorded fair value, as follows:

 

·                       Level 1:                                        Quoted prices in active markets for identical assets or liabilities;

·                       Level 2:                                        Valuation techniques use significant observable inputs, either directly or indirectly, or valuations are based on quoted prices for similar instruments; and

·                       Level 3:                                      Valuation techniques use significant inputs that are not based on observable market data.

 

September 30, 2012

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Financial assets measured at fair value

 

 

 

 

 

 

 

 

 

Financial assets at FVTPL:

 

 

 

 

 

 

 

 

 

Embedded derivatives

 

$

 

$

6,541

 

$

 

$

6,541

 

Non-hedge derivatives

 

 

3,154

 

 

3,154

 

Investments at FVTPL

 

 

1,543

 

 

1,543

 

Available-for-sale investments

 

82,831

 

 

2,000

 

84,831

 

 

 

82,831

 

11,238

 

2,000

 

96,069

 

Financial liabilities measured at fair value

 

 

 

 

 

 

 

 

 

Financial liabilities at FVTPL:

 

 

 

 

 

 

 

 

 

Embedded derivatives

 

 

1,466

 

 

1,466

 

Non-hedge derivatives

 

 

160

 

 

160

 

 

 

$

 

$

1,626

 

$

 

$

1,626

 

 

December 31, 2011

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Financial assets measured at fair value

 

 

 

 

 

 

 

 

 

Financial assets at FVTPL:

 

 

 

 

 

 

 

 

 

Embedded derivatives

 

$

 

$

(1,407

)

$

 

$

(1,407

)

Non-hedge derivatives

 

 

36

 

 

36

 

Investments at FVTPL

 

 

2,090

 

 

2,090

 

Hedging derivatives

 

 

3,076

 

 

3,076

 

Available for sale investments

 

94,279

 

 

4,000

 

98,279

 

 

 

94,279

 

3,795

 

4,000

 

102,074

 

Financial liabilities measured at fair value

 

 

 

 

 

 

 

 

 

Financial liabilities at FVTPL:

 

 

 

 

 

 

 

 

 

Embedded derivatives

 

 

35

 

 

35

 

Non-hedge derivatives

 

 

1,159

 

 

1,159

 

 

 

$

 

$

1,194

 

$

 

$

1,194

 

 

There were no transfers between levels during the period.

 

32



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

(b)               Derivatives and hedging:

 

Non-hedge derivative zinc contracts

 

Hudbay enters into fixed price sales contracts with zinc customers and, to ensure that the Group continues to receive a floating or unhedged realized zinc price, enters into forward zinc purchase contracts that effectively offset the fixed price sales contracts. The fixed price sales contracts with customers are not recognized as derivatives, as they are executory contracts entered into and held for the purpose of the Group’s expected sale requirements. However, the zinc forward purchase contracts are recorded as derivatives. Gains and losses on these contracts are recorded in revenues, and cash flows are classified in operating activities.

 

At September 30, 2012, the Group held contracts for forward zinc purchases of 15,466 tonnes (December 31, 2011 - 8,011 tonnes) that related to forward customer sales of zinc. Prices ranged from US$2,064 to US$2,180 per tonne (December 31, 2011 - US$1,757 to US$2,209), and settlement dates extended out up to January 2014.

 

Cash flow hedging derivatives

 

In 2009, the Group entered into a foreign exchange swap contract to hedge foreign exchange risk for future receipts of US dollars and commodity swap contracts to hedge prices for a portion of future sales of zinc. The risk management objective for these hedging relationships was to mitigate the impact on the Group of fluctuating zinc prices and exchange rates. Cash flow hedge accounting was applied to the hedging relationships. Gains and losses reclassified from the cash flow hedge reserve to revenue are presented in note 21. These contracts expired in July 2012. No further amounts remain in the Group’s hedging reserve.

 

(c)               Embedded derivatives

 

The Group records embedded derivatives related to provisional pricing in concentrate purchase, concentrate sale and certain other sale contracts. Under the terms of these contracts, prices are subject to final adjustment at the end of a future period after title transfers based on quoted market prices during the quotational period specified in the contract. The period between provisional pricing and final pricing is typically up to three months.

 

Embedded derivatives are presented in trade and other receivables when they relate to sales contracts and in trade and other payables when they relate to purchase contracts. At each reporting date, provisionally priced metals are marked to market based on the forward market price for the quotational period stipulated in the contract, with changes in fair value recognized in revenues for sales contracts and in cost of sales for purchase concentrate contracts. Cash flows related to provisional pricing embedded derivatives are classified in operating activities.

 

33



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

At September 30, 2012, the Group’s net position consisted of contracts awaiting final pricing for sales of 11,308 tonnes of copper (nine months ended September 30, 2011 - 2,557 tonnes), purchases of 8,037 tonnes of zinc (nine months ended September 30, 2011 - 7,074 tonnes), sales of 9,659 ounces of gold (nine months ended September 30, 2011 - 1,507 ounces) and sales of 73,523 ounces of silver (nine months ended September 30, 2011 - 20,862 ounces).

 

As at September 30, 2012, the Group’s provisionally priced copper, gold and silver sales subject to final settlement were recorded at average prices of US$3.72/lb (2011 - US$3.18/lb), US$1,772/oz (2011 - US$1,621/oz) and US$34.53/oz (2011 - US$30.06/oz), respectively.

 

24.            Commitments and contingencies

 

As at September 30, 2012, the Group had outstanding capital commitments of approximately $90,479 primarily related to its Lalor and Reed projects, of which approximately $26,731 cannot be terminated by the Group; and approximately $318,651 in Peru, primarily related to its Constancia project, of which approximately $111,873 cannot be terminated by the Group.

 

25.            Supplementary cash flow information

 

As at September 30, 2012 and December 31, 2011 the Group had no cash equivalents.

 

(a)               Change in non-cash working capital:

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30

 

September 30

 

 

 

2012

 

2011

 

2012

 

2011

 

Change in:

 

 

 

 

 

 

 

 

 

Trade and other receivables

 

$

(11,070

)

$

(20,414

)

$

(23,606

)

$

36,187

 

Inventories

 

(19,001

)

6,333

 

(10,654

)

6,004

 

Prepaid expenses and other current assets

 

349

 

43

 

5,415

 

(854

)

Trade and other payables

 

7,979

 

35,522

 

(17,365

)

7,501

 

Change in taxes payable/receivable

 

(2,553

)

(9,046

)

(56,683

)

(32,653

)

Taxes - ITC

 

(2,159

)

(580

)

(19,011

)

(3,051

)

Provisions and other liabilities

 

14,212

 

2,172

 

14,200

 

(28,137

)

 

 

$

(12,243)

 

$

14,030

 

$

(107,704

)

$

(15,003

)

 

34



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

(b)               Non-cash transactions:

 

During the nine months ended September 30, 2012, the Group entered into the following non-cash investing and financing activities which are not reflected in the statements of cash flows:

 

·                      The Group recognized property, plant and equipment of $66,245 and recognized financial liabilities of $69,368 related to agreements with communities near the Constancia project relating to the acquisition of rights to extract minerals and the ability to explore the land. During the period payments of $26,883 were made, which are included in acquisition of property, plant and equipment in the statement of cash flows.

 

·                      Remeasurements of the Group’s decommissioning and restoration liabilities as at September 30, 2012, led to increases in related property, plant and equipment assets of $8,527 primarily as a result of discount rate changes. For the nine months ended September 30, 2011, such remeasurements led to increases in property, plant and equipment assets of $20,117.

 

·                      Property, plant and equipment included $65,889 of additions which were not yet paid for as at September 30, 2012 (December 31, 2011 - $23,964). These purchases will be reflected in the statements of cash flows in the periods payment is made.

 

35



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

26.            Segmented information

 

The Group is an integrated metals producer. When making decisions on expansions, opening or closing mines, as well as day to day operations, management evaluates the profitability of the overall operation of the Group. The Group’s main mining operations are located in Manitoba and Saskatchewan and are included in the Manitoba segment. The Manitoba segment generates the Group’s revenues as it sells copper concentrate (containing copper, gold and silver), gold, silver, zinc and other metals. The South America segment consists of the Group’s Constancia project in Peru, which Hudbay acquired on March 1, 2011, Hudbay Chile, Hudbay Colombia and Hudbay Panama. The “Other” segment includes operating segments that are not individually significant, as they do not meet the quantitative thresholds, and include the Balmat segment which consists of a zinc mine and concentrator and the Michigan segment which includes the Back Forty property and other exploration properties. The Balmat mine suspended operations in August 2008, and Hudbay reclassified the assets and liabilities of the segment to assets held for sale effective June 30, 2012 (note 5). The Michigan segment suspended exploration and evaluation activities in July 2012. The Group previously disclosed HMI Nickel as a segment; however, upon selling the Fenix project in September 2011 (note 6), Hudbay reclassified these activities to loss from discontinued operations. Corporate activities are not considered a segment and are included as a reconciliation to total consolidated results. Accounting policies for each reported segment are the same. Segment profit or loss represents the profit earned by each segment without allocation of corporate costs. This is the measure reported to the chief operating decision-maker for the purposes of resource allocation and the assessment of segment performance. Total assets and liabilities do not reflect intercompany balances, which have been eliminated on consolidation.

 

Three months ended September 30, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Manitoba

 

South 
America

 

Other

 

Corporate 
activities and
unallocated 
costs

 

Total

 

Revenue from external customers

 

$

144,659

 

$

 

$

 

$

 

$

144,659

 

Cost of sales

 

 

 

 

 

 

 

 

 

 

 

  - mine operating costs

 

81,657

 

 

 

 

81,657

 

  - depreciation and amortization

 

15,032

 

 

 

 

15,032

 

Gross profit

 

47,970

 

 

 

 

47,970

 

Selling and administrative expenses

 

338

 

 

 

9,509

 

9,847

 

Exploration and evaluation

 

3,220

 

4,550

 

1,056

 

354

 

9,180

 

Other operating income

 

(203

)

 

 

(99

)

(302

)

Other operating expenses

 

1,706

 

1,188

 

955

 

 

3,849

 

Results from operating activities

 

$

42,909

 

$

(5,738

)

$

(2,011

)

$

(9,764

)

$

25,396

 

Finance income

 

 

 

 

 

 

 

 

 

(1,111

)

Finance expenses

 

 

 

 

 

 

 

 

 

4,499

 

Other finance losses

 

 

 

 

 

 

 

 

 

17,048

 

Profit before tax

 

 

 

 

 

 

 

 

 

4,960

 

Tax expense

 

 

 

 

 

 

 

 

 

11,098

 

Loss from continuing operations

 

 

 

 

 

 

 

 

 

(6,138

)

Loss from discontinued operations

 

 

 

 

 

 

 

 

 

 

Loss for the period

 

 

 

 

 

 

 

 

 

$

(6,138

)

 

36



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

Three months ended September 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Manitoba

 

South 
America

 

Other

 

Corporate 
activities and
unallocated 
costs

 

Total

 

Revenue from external customers

 

$

212,335

 

$

 

$

 

$

 

$

212,335

 

Cost of sales

 

 

 

 

 

 

 

 

 

 

 

- mine operating costs

 

120,790

 

 

 

 

120,790

 

  - depreciation and amortization

 

27,166

 

 

 

 

27,166

 

  - impairment loss

 

5,878

 

 

 

 

5,878

 

Gross profit

 

58,501

 

 

 

 

58,501

 

Selling and administrative expenses

 

601

 

 

 

6,996

 

7,597

 

Exploration and evaluation

 

7,940

 

2,697

 

3,026

 

391

 

14,054

 

Other operating income

 

(226

)

 

 

(237

)

(463

)

Other operating expenses

 

677

 

(314

)

3,098

 

29

 

3,490

 

Results from operating activities

 

$

49,509

 

$

(2,383

)

$

(6,124

)

$

(7,179

)

$

33,823

 

Finance income

 

 

 

 

 

 

 

 

 

(1,866

)

Finance expenses

 

 

 

 

 

 

 

 

 

1,836

 

Other finance gain

 

 

 

 

 

 

 

 

 

(3,620

)

Profit before tax

 

 

 

 

 

 

 

 

 

37,473

 

Tax expense

 

 

 

 

 

 

 

 

 

53,525

 

Loss from continuing operations

 

 

 

 

 

 

 

 

 

(16,052

)

Loss from discontinued operations

 

 

 

 

 

 

 

 

 

(25,031

)

Loss for the period

 

 

 

 

 

 

 

 

 

$

(41,083

)

 

Nine months ended September 30, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Manitoba

 

South 
America

 

Other

 

Corporate 
activities and 
unallocated 
costs

 

Total

 

Revenue from external customers

 

$

521,555

 

$

 

$

 

$

 

$

521,555

 

Cost of sales

 

 

 

 

 

 

 

 

 

 

 

  - mine operating costs

 

310,290

 

 

 

 

310,290

 

  - depreciation and amortization

 

55,145

 

 

 

 

55,145

 

Gross profit

 

156,120

 

 

 

 

156,120

 

Selling and administrative expenses

 

1,114

 

 

 

26,790

 

27,904

 

Exploration and evaluation

 

12,869

 

12,227

 

6,412

 

1,110

 

32,618

 

Other operating income

 

(498

)

(24

)

(4

)

(297

)

(823

)

Other operating expenses

 

1,887

 

3,112

 

2,882

 

409

 

8,290

 

Results from operating activities

 

$

140,748

 

$

(15,315

)

$

(9,290

)

$

(28,012

)

$

88,131

 

Finance income

 

 

 

 

 

 

 

 

 

(4,977

)

Finance expenses

 

 

 

 

 

 

 

 

 

12,740

 

Other finance losses

 

 

 

 

 

 

 

 

 

51,554

 

Profit before tax

 

 

 

 

 

 

 

 

 

28,814

 

Tax expense

 

 

 

 

 

 

 

 

 

57,422

 

Loss from continuing operations

 

 

 

 

 

 

 

 

 

(28,608

)

Loss from discontinued operations

 

 

 

 

 

 

 

 

 

 

Loss for the period

 

 

 

 

 

 

 

 

 

$

(28,608

)

 

37



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

September 30, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Manitoba

 

South 
America

 

Other

 

Corporate 
activities and 
unallocated 
costs

 

Total

 

Total assets

 

$

1,559,489

 

$

943,066

 

$

23,787

 

$

922,625

 

$

3,448,967

 

Total liabilities

 

913,838

 

269,748

 

21,152

 

493,606

 

1,698,344

 

Property, plant and equipment

 

699,297

 

786,003

 

20,826

 

4,181

 

1,510,307

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30, 2012

 

 

 

 

 

 

 

 

 

 

 

 

Additions to property, plant and equipment(1):

 

$

166,871

 

$

159,636

 

$

1,664

 

$

112

 

$

328,283

 

Additions to other non-current assets (intangibles)

 

1,446

 

 

 

 

1,446

 

 


(1) Additions to property, plant and equipment represent cash additions only. For non-cash additions, see note 25.

 

38



 

HUDBAY MINERALS INC.

Notes to Unaudited Condensed Consolidated Interim Financial Statements

(in thousands of Canadian dollars, except where otherwise noted)

For the three and nine months ended September 30, 2012

 

Nine months ended September 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Manitoba

 

South 
America

 

Other

 

Corporate 
activities and 
unallocated 
costs

 

Total

 

Revenue from external customers

 

$

636,503

 

$

 

$

 

$

 

$

636,503

 

Cost of sales

 

 

 

 

 

 

 

 

 

 

 

  - mine operating costs

 

341,725

 

 

 

 

341,725

 

  - depreciation and amortization

 

78,624

 

 

 

 

78,624

 

  - impairment

 

5,878

 

 

 

 

5,878

 

Gross profit

 

210,276

 

 

 

 

210,276

 

Selling and administrative expenses

 

1,882

 

 

 

27,894

 

29,776

 

Exploration and evaluation

 

20,698

 

6,148

 

9,089

 

645

 

36,580

 

Other operating income

 

(2,777

)

 

 

(237

)

(3,014

)

Other operating expenses

 

2,435

 

78

 

5,083

 

737

 

8,333

 

 

 

$

188,038

 

$

(6,226

)

$

(14,172

)

$

(29,039

)

$

138,601

 

Finance income

 

 

 

 

 

 

 

 

 

(5,990

)

Finance expenses

 

 

 

 

 

 

 

 

 

5,302

 

Other finance losses

 

 

 

 

 

 

 

 

 

77

 

Profit before tax

 

 

 

 

 

 

 

 

 

139,212

 

Tax expense

 

 

 

 

 

 

 

 

 

98,302

 

Profit from continuing operations

 

 

 

 

 

 

 

 

 

40,910

 

Loss from discontinued operations

 

 

 

 

 

 

 

 

 

(238,784

)

Loss for the period

 

 

 

 

 

 

 

 

 

$

(197,874

)

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2011

 

 

 

 

 

 

 

 

 

 

 

 

Total assets(1)

 

$

1,011,146

 

$

675,744

 

$

23,040

 

$

738,890

 

$

2,448,820

 

Total liabilities(1)

 

436,659

 

154,903

 

20,864

 

21,036

 

633,462

 

Property, plant and equipment(1)

 

588,775

 

588,532

 

19,773

 

5,965

 

1,203,045

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

Additions to property, plant and equipment(2):

 

 

 

 

 

 

 

 

 

 

 

- continuing operations

 

$

130,916

 

$

18,768

 

$

3,607

 

$

4,815

 

$

158,106

 

- discontinued operations

 

 

 

7,163

 

 

7,163

 

Additions to other non-current assets (intangibles)

 

4,781

 

 

 

 

4,781

 

 


(1) Other includes amounts related to discontinued operations.

(2) Additions to property, plant and equipment represent cash additions only. For non-cash additions, see note 25.

 

39


EX-99.3 4 a12-25881_1ex99d3.htm EX-99.3

Exhibit 99.3

 

FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE

 

I, David Garofalo, President and Chief Executive Officer of HudBay Minerals Inc., certify the following:

 

1.                                       Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of HudBay Minerals Inc. (the “issuer”) for the interim period ended September 30, 2012.

 

2.                                       No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.                                       Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.                                       Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.                                       Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a)                                  designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i)                                     material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii)                                  information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)                                 designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1                                 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Integrated Framework (COSO Framework) published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 



 

5.2                                 N/A

 

5.3                                 N/A

 

6.                                       Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2012 and ended on September 30, 2012 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: November 1, 2012

 

(signed) David Garofalo

 

David Garofalo
President and Chief Executive Officer

 


EX-99.4 5 a12-25881_1ex99d4.htm EX-99.4

Exhibit 99.4

 

FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE

 

I, David S. Bryson, Senior Vice President and Chief Financial Officer of HudBay Minerals Inc., certify the following:

 

1.                                       Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of HudBay Minerals Inc. (the “issuer”) for the interim period ended September 30, 2012.

 

2.                                       No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.                                       Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.                                       Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.                                       Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a)                                  designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i)                                     material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii)                                  information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)                                 designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1                                 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Integrated Framework (COSO Framework) published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 



 

5.2                                 N/A

 

5.3                                 N/A

 

6.                                       Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2012 and ended on September 30, 2012 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: November 1, 2012

 

(signed) David S. Bryson

 

David S. Bryson
Senior Vice President and Chief Financial Officer

 


EX-99.5 6 a12-25881_1ex99d5.htm EX-99.5

Exhibit 99.5

 

TMX, NYSE – HBM

2012 No. 24

 

 

Hudbay Releases Third Quarter 2012 Results

 

Highlights

 

·                  Production of all metals in concentrate and unit operating costs remain in line with full year guidance.

 

·                  Third quarter operating cash flow before stream deposit and change in non-cash working capital decreased to $21.5 million, mainly due to the planned permanent closure of Trout Lake in June 2012 and unusually high sales volumes in the same period of 2011 when excess inventory was drawn down.

 

·                  First ore produced at Lalor in the quarter; commercial production from the ventilation shaft expected in the second quarter of 2013.

 

·                  US$1.5 billion Constancia copper project commenced full construction, with board approval granted in August 2012.

 

·                  US$1.25 billion of capital secured through long-term bond financing and precious metals stream to fund development projects.

 

·                  Three drills targeting resource expansion at Pampacancha and exploration at Chilloroya.

 

Toronto, Ontario, November 1, 2012 — HudBay Minerals Inc. (“Hudbay” or the “company”) (TSX, NYSE:HBM) today released its third quarter 2012 financial results. In the third quarter of 2012, Hudbay recorded a loss and loss per share of $6.1 million and $0.03, respectively, compared to a loss of $41.1 million and $0.23, respectively, in the third quarter of 2011.

 

The third quarter of 2012 loss was affected by the following significant items, which Hudbay does not view as part of its core operations:

 

 

 

Pre-tax
gain (loss)
($ millions)

 

After-tax
gain (loss)

($ millions)

 

Per Share
($/share)

 

Impairments and mark-to-market adjustment related to junior mining investments

 

(3.5

)

(3.5

)

(0.02

)

Transaction costs related to precious metals stream transaction and senior unsecured notes

 

(3.4

)

(2.5

)

(0.01

)

Foreign exchange losses

 

(13.5

)

(12.1

)

(0.07

)

 



 

Also affecting earnings in the third quarter of 2012 were provisional pricing adjustments, which resulted in an increase to Hudbay’s revenue of $5.4 million ($3.3 million after-tax, or $0.02 per share) as a result of the increase in copper, gold and silver prices during the quarter, together with gains of $4.2 million ($3.1 million after-tax, or $0.02 per share) on forward zinc purchase contracts related to fixed price customer sales due to an increase in zinc prices during the quarter.

 

The loss in the third quarter of 2011 included a loss on non-core asset disposals of $28.4 million and non-recurring deferred tax expenses of $26.9 million.

 

“Our year-to-date production and performance remains within expectations,” said David Garofalo, Hudbay’s president and chief executive officer. “The consistency of our underlying business in northern Manitoba coupled with the US$1.25 billion of capital secured in the third quarter, has allowed Hudbay to advance its plans for significant growth in copper, gold and zinc production over the next three years from three new mines now under construction.”

 

Financial and Operating Results

 

Total revenue for the third quarter of 2012 was $144.6 million, $67.7 million lower than the same quarter in 2011, mainly due to lower sales volumes compared to the third quarter of 2011, when we drew down on unusually high copper concentrate inventory, as well as reduced gold sales volumes in the third quarter of 2012 compared to production volumes. Year-to-date 2012 revenue was $521.6 million, $114.9 million lower than the same period in 2011, mainly as a result of lower sales volumes and lower metals prices.

 

Third quarter 2012 ore production at our Manitoba business was 20% lower than the prior year’s third quarter due to the planned permanent closure of the Trout Lake mine in June 2012, offset partly by the start of production at Lalor. Overall mine operating costs per tonne were 15% lower than the prior year’s quarter as reduced development at the Chisel North mine, which permanently ceased operations as planned in September 2012, was only partly offset by higher costs at 777.  In addition, as expected, the operating cost per tonne of ore processed at the Flin Flon and Snow Lake concentrators increased in the third quarter of 2012 as a result of the decrease in tonnage processed from the now closed Trout Lake and Chisel North mines. Contained metal in concentrate production and unit operating costs for our mines and concentrators remain in line with full year guidance.

 

Cash Flows

 

Operating cash flow before stream deposit and change in non-cash working capital was $21.5 million for the third quarter of 2012, a $42.9 million decrease compared with the same period in 2011 mainly as a result of lower sales volumes. Year-to-date 2012 operating cash flows before stream deposit and change in non-cash working capital were $133.2 million, reflecting a decrease of $34.9 million from the same period in 2011 mainly as a result of lower realized prices and lower sales volumes.

 

Cash and cash equivalents increased by $788.9 million during the quarter to $1,499.0 million as at September 30, 2012. This increase was mainly driven by receiving net proceeds of $475.6 million for the issuance of senior unsecured notes and an initial payment of $491.6 million related to the US$750 million precious metals stream transaction. The company also invested over $150 million in its growth initiatives during the period.

 

2



 

Lalor Starts Production

 

The company has invested approximately $305 million of the $704 million capital construction budget for its wholly owned Lalor project near Snow Lake, Manitoba, to September 30, 2012 and has entered into an additional $76 million in commitments for the project.

 

During the third quarter of 2012, Hudbay commissioned the hoisting system in the main ventilation shaft, which is now capable of hoisting 1,400 tonnes of combined ore and waste per day.  First ore production from the base metal lens #10 began in August, and to the end of September Hudbay had hoisted over 14,000 tonnes of ore. Underground mobile equipment was delivered during the quarter and Hudbay is now in the process of commissioning the fleet. The Chisel North workforce has been transitioned to Lalor and has established ore faces on the 810 and 825 metre levels. The contractor is continuing to ramp from the 840 metre level to the 910 metre level and will develop to the 910 metre production shaft station.

 

The main production shaft is now sunk to approximately 325 metres and is 33% completed. Water bearing seams slowed its advance in September; however, the shaft has progressed beyond the level where water seepage occurred and the advance is continuing.

 

Lalor ore will be processed at the nearby Snow Lake concentrator until completion of the production shaft and new concentrator, which is expected in late 2014. A new copper flotation circuit was installed in the Snow Lake concentrator to maximize copper recoveries from Lalor ore until processing shifts to the new concentrator. The first full year of production from the main production shaft is expected in 2015.

 

Basic engineering for the new concentrator is ongoing with value engineering reviews and design optimization underway. Hudbay has placed orders for the surface crusher and the SAG and ball mills and delivery of these items remains on schedule.

 

Hudbay has submitted an application for an Environmental Act licence for the Lalor mine, which will allow for production from the main production shaft. The company expects to submit applications for Environmental Act licences for the new concentrator and tailings facility expansion in the fourth quarter of 2012 and the fourth quarter of 2013, respectively.

 

Given the nature of the Lalor project, Hudbay expects to refer to two phases of the Lalor project when determining commercial production for accounting purposes. The first phase of the project is expected to include the main ventilation shaft and associated surface and underground workings that will contribute to the production of ore between 2012 and 2014. Hudbay expects to achieve commercial production for accounting purposes for the first phase in the second quarter of 2013. The second phase of the project is expected to include the main production shaft and the new Lalor concentrator, and the company expects to achieve commercial production for accounting purposes for the second phase in the first half of 2015.

 

Reed Copper Project Development Progressing on Schedule

 

During the third quarter, Hudbay’s focus for its 70% owned Reed copper project near Flin Flon, Manitoba was the completion of the portal trench excavation.  Of the company’s $72 million capital construction budget for Reed, the company has invested approximately $16 million on the project to September 30, 2012 and has entered into an additional $13 million in commitments for the project.

 

3



 

Hudbay has completed the installation of the new office and dry complex, installed power to the ramp and site via onsite diesel generators, poured the foundations for the shop and warehouse, and installed a ventilation fan, silencers and heater at the portal in preparation for ramp development and onset of winter conditions.

 

The company’s workforce of development miners, electricians and mechanics are staying at an onsite camp. Necessary materials and mobile equipment for initial ramp development is onsite, and the first portal development round was taken in October. Hudbay is in the process of preparing the Environmental Act licence application for the Reed copper project and plans to submit it to the provincial government in the fourth quarter of 2012.

 

The project is on schedule and Hudbay expects initial production at the Reed copper project by the fourth quarter of 2013 and full production of approximately 1,300 tonnes per day by the first quarter of 2014.

 

Construction Commences at Constancia

 

On August 8, 2012, Hudbay’s board of directors approved a US$1.5 billion investment in Hudbay’s 100% owned Constancia copper project in Peru. The Constancia development schedule contemplates nine quarters of construction, with initial production in late 2014 and full production commencing in the second quarter of 2015.

 

Of the company’s US$1.5 billion capital construction budget, the company has invested approximately US$154 million on the project to September 30, 2012 and has entered into an additional US$322 million in commitments for the project.

 

Front-end engineering and design work at Constancia is complete. The principal beneficiation concession (construction permit) was granted in June 2012 and other required permits are expected in the ordinary course. Site activity to date includes completion of a 2,100 bed camp, which is scheduled to expand to 3,000 beds by the end of 2012 to accommodate peak construction needs. Mobilization of the EPCM contractor is complete and the plant site earthworks are underway.  Hudbay’s major earthworks contractor has mobilized and is currently constructing the tailings management facility, haul roads and water diversion infrastructure.  Hudbay has also awarded a contract for the concrete installation for the plant construction.  Geotechnical drilling and sampling is complete. Modeling of updated hydrogeological testing is continuing and an updated model is expected in November 2012.

 

Major long lead items are secured and include mills, crushers, flotation cells, pumps, regrind mills and mine equipment, including trucks, shovels and drills. Bids have been received from multiple electrical power providers and costs and availability are expected to fall within operating cost budget assumptions.  In addition, a contract was executed for the construction of the 70 kilometre power transmission line from Tintaya.  The principal port operator has provided assurances that the concentrate shipments can be accommodated and discussions are currently focused on optimizing the storage and loading methodologies.

 

In accordance with agreements entered into with local communities, relocation of affected families is underway with the construction of new housing in progress. Construction of homes for the 14 families that are scheduled to be moved from the project site later this year is advancing. The remaining 22 families are scheduled to be relocated during 2013.

 

4



 

Constancia Exploration Update

 

Exploration is ongoing at the Constancia project with three diamond drills. Two drills are concentrated on infill drilling and step out drilling at Pampacancha.

 

The objective of this drilling campaign is to expand the current resource outside the known reserve pit shell. To date, this strategy has yielded positive results including step out drill hole PO-12-120, which intersected 2.03% copper and 0.88 g/t gold over 60.4 metres at a location approximately 50 metres (horizontal distance) to the west of the established resource. Step out drill hole PO-12-110, grading 0.59% copper and 0.33 g/t gold to the east, demonstrates the deposit can also be better defined to the east. Expansion of the known reserves at Pampacancha will provide Hudbay with an opportunity to further optimize the mine plan with enhanced grades in the early years of production. Some infill drilling is also being conducted to provide necessary information for mine optimization opportunities.

 

A third drill has been testing the Chilloroya South skarn target and geophysical anomaly. Favourable geology has been intersected in several drill holes, showing various thicknesses of mineralized skarn. Compilation of data from this exploration program is underway and assays are pending.

 

A total of 7,372 metres were drilled in the third quarter of 2012 and drilling with three drills is scheduled to continue for the remainder of the year, concentrating on resource expansion and exploration targets.

 

Highlights from the drill program at Pampacancha are as follows:

 

Area

 

Hole

 

Core Length (m)

 

From (m)

 

To (m)

 

Cu (%)

 

Mo (%)

 

Au (g/t)

 

Ag (g/t)

 

Cu Eq(1)(%)

 

Pampacancha

 

PO-12-110

 

13.90

 

25.50

 

39.40

 

0.59

 

0.01

 

0.33

 

9.17

 

0.95

 

 

 

PO-12-111

 

19.40

 

124.30

 

143.70

 

1.42

 

 

 

0.94

 

10.25

 

2.09

 

 

 

PO-12-112

 

34.50

 

4.25

 

38.75

 

0.29

 

 

 

0.45

 

2.31

 

0.60

 

 

 

 

 

16.90

 

46.00

 

62.90

 

0.37

 

0.03

 

0.50

 

1.35

 

0.81

 

 

 

 

 

23.30

 

160.40

 

183.70

 

0.38

 

 

 

0.15

 

6.15

 

0.57

 

 

 

 

 

18.35

 

263.30

 

281.65

 

0.32

 

 

 

0.06

 

6.25

 

0.45

 

 

 

PO-12-113

 

17.10

 

10.00

 

27.10

 

0.52

 

0.03

 

0.13

 

4.81

 

0.77

 

 

 

PO-12-114

 

No significant mineralization

 

 

 

PO-12-115

 

55.00

 

55.00

 

110.00

 

0.63

 

0.03

 

0.25

 

4.24

 

0.96

 

 

 

 

 

19.20

 

271.80

 

291.00

 

0.53

 

 

 

0.23

 

12.59

 

0.81

 

 

 

PO-12-116

 

No significant mineralization

 

 

 

PO-12-118

 

No significant mineralization

 

 

 

PO-12-120

 

60.40

 

153.05

 

213.45

 

2.03

 

 

 

0.88

 

13.61

 

2.70

 

 

 

Included

 

48.85

 

155.00

 

203.85

 

2.39

 

 

 

0.90

 

14.10

 

3.08

 

 


(1) Calculated using commodity prices of US$1,100/oz Au, US$22.00/oz Ag, US$2.75/lb Cu and US$13.00/lb Mo. Copper cut-off reported as 0.2%. Composited intersections are reported as core length and do not represent true width.

 

5



 

Hole

 

East

 

North

 

Elevation

 

Azimuth

 

Dip

 

Total Depth

PO-12-110

 

204,842

 

8,397,448

 

4272.00

 

270

 

-80

 

216.70

PO-12-111

 

204,429

 

8,397,578

 

4256.80

 

80

 

-75

 

172.90

PO-12-112

 

204,696

 

8,397,501

 

4321.80

 

90

 

-85

 

407.25

PO-12-113

 

204,791

 

8,397,505

 

4303.20

 

90

 

-85

 

167.05

PO-12-114

 

204,799

 

8,397,602

 

4327.70

 

90

 

-85

 

127.25

PO-12-115

 

204,691

 

8,397,455

 

4313.70

 

90

 

-85

 

341.85

PO-12-116

 

204,722

 

8,397,550

 

4332.50

 

90

 

-80

 

348.10

PO-12-118

 

204,552

 

8,397,448

 

4293.20

 

100

 

-85

 

300.50

PO-12-120

 

204,534

 

8,397,485

 

4288.80

 

95

 

-75

 

291.85

 

Note: Collar coordinates, National Grid UTM coordinates based on the Provisional South America 1956 (PSAD56) datum 19S

 

Key Financial Results

 

 

 

Three Months Ended
September 30

 

Nine Months Ended
September 30

 

($000s except per share and cash cost amounts)

 

2012

 

2011

 

2012

 

2011

 

Revenue

 

144,659

 

212,335

 

521,555

 

636,503

 

Profit before tax

 

4,960

 

37,473

 

28,814

 

139,212

 

(Loss) profit from continuing operations

 

(6,138

)

(16,052

)

(28,608

)

40,910

 

Basic and diluted loss per share(1)

 

(0.03

)

(0.23

)

(0.15

)

(1.14

)

Loss for the period

 

(6,138

)

(41,083

)

(28,608

)

(197,874

)

Operating cash flow(2)

 

21,487

 

64,430

 

133,187

 

168,119

 

Operating cash flow per share(3)

 

0.12

 

0.37

 

0.77

 

1.01

 

Cash cost per pound of copper sold(3)

 

0.75

 

0.74

 

0.75

 

0.41

 

Cash and cash equivalents

 

1,498,981

 

899,077

(4)

1,498,981

 

899,077

(4)

Total assets

 

3,448,967

 

2,448,820

(4)

3,448,967

 

2,448,820

(4)

 


(1)Attributable to owners of the company

(2)Before stream deposit and change in non-cash working capital.

(3)Refer to “Non-IFRS Financial Performance Measures” at the conclusion of this news release.

(4)As at December 31, 2011

 

Non-IFRS Financial Performance Measures

 

Operating cash flow per share and cash costs per pound of copper sold are included in this news release because the company believes that, in the case of operating cash flow per share, it helps investors to evaluate changes in cash flow while taking into account changes in shares outstanding, and in the case of by-product cash costs, they help investors assess the company’s overall costs of metal production and compare those costs to those of other base metal producers. These measures do not have a meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers.

 

6



 

These measures should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS and are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Other companies may calculate these measures differently.

 

Operating cash flow per share

 

The following table presents Hudbay’s calculation of operating cash flow per share for the three and nine months ended September 30, 2012 and September 30, 2011.

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

Sept. 30

 

Sept. 30

 

Sept. 30

 

Sept. 30

 

($000s except share and per share amounts)

 

2012

 

2011

 

2012

 

2011

 

Operating cash flow before stream deposit and change in non-cash working capital

 

21,487

 

64,430

 

133,187

 

168,119

 

Weighted average shares outstanding

 

171,965,924

 

171,905,912

 

171,955,741

 

166,490,423

 

Operating cash flow per share

 

0.12

 

0.37

 

0.77

 

1.01

 

 

Cash cost per pound of copper sold

 

In the current quarter, Hudbay has introduced cash costs per pound of copper sold, calculated using the by-product method, as a new non-IFRS measure. This measure replaces Hudbay’s previous disclosure of co-product costs of copper, zinc and gold as the 777 precious metal stream transaction would have significantly changed the allocation of costs among the three metals in a way that would have made the resulting co-product cost calculations less meaningful for investors compared to by-product cash costs, which do not require the allocation of costs.

 

7



 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

Sep. 30

 

 

 

2012

 

2011

 

2012

 

2011

 

Cash cost per unit sold

 

 

 

 

 

 

 

 

 

$/lb

 

 

 

 

 

 

 

 

 

Mining, milling, concentrating

 

1.05

 

1.15

 

1.04

 

1.12

 

On-site admin and general expenses

 

0.34

 

0.24

 

0.31

 

0.27

 

Cost to concentrate

 

1.39

 

1.39

 

1.35

 

1.39

 

Treatment and refining

 

0.13

 

0.20

 

0.16

 

0.20

 

Freight and distribution

 

0.29

 

0.31

 

0.27

 

0.28

 

Other

 

(0.04

)

0.02

 

0.01

 

0.01

 

Downstream costs

 

0.38

 

0.53

 

0.44

 

0.49

 

Net by-product credits

 

(1.02

)

(1.18

)

(1.04

)

(1.47

)

Cash cost per pound of copper sold

 

0.75

 

0.74

 

0.75

 

0.41

 

 

 

 

 

 

 

 

 

 

 

Reconciliation to Income Statement

 

 

 

 

 

 

 

 

 

(000’s)

 

 

 

 

 

 

 

 

 

Cost of sales - mine operating costs

 

81,657

 

120,790

 

310,290

 

341,725

 

Treatment and refining

 

3,973

 

9,587

 

17,180

 

25,242

 

Byproduct revenues

 

(74,724

)

(99,180

)

(275,097

)

(323,940

)

 

 

10,906

 

31,197

 

52,373

 

43,027

 

 

 

 

 

 

 

 

 

 

 

Indirect costs(1)

 

 

 

 

 

 

 

 

 

Share based payment

 

(621

)

91

 

(872

)

(247

)

Impairments

 

4,635

 

(5,351

)

3,130

 

(5,351

)

Demolition and rehabilitation

 

(47

)

(1,130

)

(129

)

(1,779

)

Subtotal - cash costs

 

14,873

 

24,807

 

54,502

 

35,650

 

Copper sales (000s lbs)

 

19,788

 

33,556

 

72,269

 

86,036

 

Cash cost per unit sold

 

0.75

 

0.74

 

0.75

 

0.41

 

 


(1)Indirect costs in cost of sales - mine operating costs

 

Hudbay’s cash cost per pound of copper sold in the third quarter of 2012, was $0.75, compared to $0.74 in the same period in 2011. Mining, milling and concentrating costs per pound sold were lower in the third quarter of 2012 compared to the same period in 2011 as a result of lower mine costs at Hudbay’s Chisel North mine.  The remaining tonnage in this mine was located in pillars in areas that were well developed and the method used to extract the ore was low cost.  On site administration and general expenses were higher on a per unit basis primarily as a result of decreased units sold. Net by-product credits are lower primarily as a result of timing of the recognition of gold and silver revenue as a result of the precious metals stream transaction with Silver Wheaton.

 

Hudbay’s cash cost per pound of copper sold year-to-date 2012 was $0.75, compared to $0.41 for the same period in 2011. Mining, milling and concentrating costs per pound sold were lower year-to-date 2012 compared to year-to-date 2011 as a result of lower mine costs at Hudbay’s Chisel North and Trout Lake mines.  At Hudbay’s Trout Lake mine, development costs were lower, the company needed less ground control work, used fewer consumables and transitioned fixed cost labour resources to the 777 North expansion and 777 mine.  At Hudbay’s Chisel North mine, the mining method used to extract the ore was lower cost compared to 2011.  On site administration and general expenses were higher on a per unit basis primarily as a result of decreased units sold.

 

8



 

Net by-product credits were lower primarily due to realized lower zinc realized prices, the sale of scrap copper-bearing material in the first quarter of 2011, as well as a result of timing of the recognition of gold and silver revenue as a result of the precious metals stream transaction with Silver Wheaton.

 

Website Links

 

Hudbay:

 

www.hudbayminerals.com

 

Management’s Discussion and Analysis:

 

http://media3.marketwire.com/docs/HUDBQ3MDA2012.pdf

 

Financial Statements:

 

http://media3.marketwire.com/docs/HUDBQ3FS2012.pdf

 

Conference Call and Webcast

 

Date:

Friday, November 2, 2012

 

 

Time:

10 a.m. ET

 

 

Webcast:

www.hudbayminerals.com

 

 

Dial in:

416-644-3415 or 877-974-0445

 

 

Replay:

416-640-1917 or 877-289-8525

 

 

Replay Passcode:

4570601#

 

The conference call replay will be available until midnight (Eastern Time) on November 16, 2012. An archived audio webcast of the call also will be available on Hudbay’s website.

 

Qualified Person

 

The technical and scientific information in this news release has been approved by Cashel Meagher, P. Geo., Hudbay’s Vice-President, South America Business Unit, a qualified person pursuant to National Instrument 43-101, Standards of Disclosure for Mineral Projects.

 

Quality Control and Data Verification

 

Details regarding verification of data, including sampling, analytical and test data underlying the information herein, is based on the same process contained in the technical report titled “Constancia Project Technical Report”, dated February 21, 2011, available under Norsemont Mining Inc.’s profile at www.sedar.com.

 

9



 

Forward-Looking Information

 

This news release contains “forward-looking statements” and “forward-looking information” (collectively, “forward-looking information”) within the meaning of applicable Canadian and United States securities legislation. All information contained in this news release, other than statements of current and historical fact, is forward-looking information. Forward-looking information includes information that relates to, among other things, our objectives, strategies, and intentions and future financial and operating performance and prospects. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “budget”, “guidance”, “scheduled”, “estimates”, “forecasts”, “strategy”, “target”, “intends”, “objective”, “goal”, “understands”, “anticipates” and “believes” (and variations of these or similar words) and statements that certain actions, events or results ‘‘may’’, ‘‘could’’, ‘‘would’’, ‘‘should’’, ‘‘might’’ ‘‘occur’’ or ‘‘be achieved’’ or ‘‘will be taken’’ (and variations of these or similar expressions). All of the forward-looking information in this news release is qualified by this cautionary statement.

 

Forward-looking information includes, but is not limited to, continued production at Hudbay’s 777 and Lalor mines, continued processing at Hudbay’s Flin Flon concentrator, Snow Lake concentrator and Flin Flon zinc plant, Hudbay’s ability to develop its Lalor, Constancia and Reed projects and the anticipated scope of, cost of and development plans for, these projects, anticipated timing of Hudbay’s projects and events that may affect our projects, Hudbay’s expectation that it will receive the remaining US$250 million deposit payment under the precious metals stream transaction with Silver Wheaton Corp., the anticipated effect of external factors on revenue, such as commodity prices, anticipated exploration and development expenditures and activities and the possible success of such activities, estimation of mineral reserves and resources, mine life projections, timing and amount of estimated future production, reclamation costs, economic outlook, government regulation of mining operations, and business and acquisition strategies.

 

Forward-looking information is not, and cannot be, a guarantee of future results or events. Forward-looking information is based on, among other things, opinions, assumptions, estimates and analyses that, while considered reasonable by us at the date the forward-looking information is provided, inherently are subject to significant risks, uncertainties, contingencies and other factors that may cause actual results and events to be materially different from those expressed or implied by the forward-looking information. The material factors or assumptions that Hudbay identified and were applied by it in drawing conclusions or making forecasts or projections set out in the forward looking information include, but are not limited to:

 

·                  the success of mining, processing, exploration and development activities;

·                  the accuracy of geological, mining and metallurgical estimates;

·                  the costs of production;

·                  the supply and demand for metals Hudbay produces;

·                  the volatility of commodity prices;

·                  the volatility in foreign exchange rates;

·                  the supply and availability of concentrate for Hudbay’s processing facilities;

·                  the supply and availability of reagents for Hudbay’s concentrators;

·                  the availability of third party processing facilities for Hudbay’s concentrate;

·                  the supply and availability of all forms of energy and fuels at reasonable prices;

·                  the availability of transportation services at reasonable prices;

·                  no significant unanticipated operational or technical difficulties;

·                  the availability of financing for Hudbay’s exploration and development projects and activities;

·                  the ability to complete project targets on time and on budget and other events that may affect our ability to develop its projects;

 

10



 

·                  the timing and receipt of various regulatory and governmental approvals;

·                  the availability of personnel for Hudbay’s exploration, development and operational projects and ongoing employee relations;

·                  maintaining good relations with the communities in which Hudbay operates, including the communities surrounding its Constancia project;

·                  no significant unanticipated challenges with stakeholders at our various projects;

·                  no significant unanticipated events relating to regulatory, environmental, health and safety matters;

·                  no contests over title to Hudbay’s properties, including as a result of rights or claimed rights of aboriginal peoples;

·                  the timing and possible outcome of pending litigation and no significant unanticipated litigation;

·                  any assumptions related to taxes, including, but not limited to current tax laws and regulations; and

·                  no significant and continuing adverse changes in general economic conditions or conditions in the financial markets.

 

The risks, uncertainties, contingencies and other factors that may cause actual results to differ materially from those expressed or implied by the forward-looking information may include, but are not limited to, risks generally associated with the mining industry, such as economic factors (including future commodity prices, currency fluctuations and energy prices), uncertainties related to the development and operation of Hudbay’s projects, depletion of Hudbay’s reserves, risks related to political or social unrest or change and those in respect of aboriginal and community relations and title claims, operational risks and hazards, including unanticipated environmental, industrial and geological events and developments and the inability to insure against all risks, failure of plant, equipment, processes, transportation and other infrastructure to operate as anticipated, compliance with government and environmental regulations, including permitting requirements and anti-bribery legislation, dependence on key personnel and employee relations, volatile financial markets that may affect Hudbay’s ability to obtain financing on acceptable terms, uncertainties related to the geology, continuity, grade and estimates of mineral reserves and resources and the potential for variations in grade and recovery rates, uncertain costs of reclamation activities, Hudbay’s ability to comply with its pension and other post-retirement obligations, Hudbay’s ability to abide by the covenants in its debt instruments, as well as the risks discussed under the heading “Liquidity and Capital Resources” in Hudbay’s MD&A dated November 1, 2012 and the risks discussed under the heading “Risk Factors” in Hudbay’s most recent Annual Information Form, Form 40-F and MD&A dated August 14, 2012.

 

Should one or more risk, uncertainty, contingency or other factor materialize or should any factor or assumption prove incorrect, actual results could vary materially from those expressed or implied in the forward-looking information. Accordingly, you should not place undue reliance on forward-looking information. Hudbay does not assume any obligation to update or revise any forward-looking information after the date of this news release or to explain any material difference between subsequent actual events and any forward-looking information, except as required by applicable law.

 

Note to United States Investors

 

Information concerning Hudbay’s mineral properties has been prepared in accordance with the requirements of Canadian securities laws, which differ in material respects from the requirements of SEC Industry Guide 7.

 

Under Securities and Exchange Commission (the “SEC”) Industry Guide 7, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time of the reserve determination, and the SEC does not recognize the reporting of mineral deposits which do not meet the United States Industry Guide 7 definition of “Reserve”.

 

11



 

In accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) of the Canadian Securities Administrators, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Definition Standards for Mineral Resources and Mineral Reserves adopted by the CIM Council on December 11, 2005.

 

While the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are recognized and required by NI 43-101, the SEC does not recognize them. You are cautioned that, except for that portion of mineral resources classified as mineral reserves, mineral resources do not have demonstrated economic value. Inferred mineral resources have a high degree of uncertainty as to their existence and as to whether they can be economically or legally mined.

 

It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be economically or legally mined, or that it will ever be upgraded to a higher category. Likewise, you are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be upgraded into mineral reserves. You are urged to consider closely the disclosure on the technical terms in Schedule A “Glossary of Mining Terms” of Hudbay’s annual information form for the fiscal year ended December 31, 2011, available on SEDAR at www.sedar.com and incorporated by reference as Exhibit 99.1 in Hudbay’s Form 40-F filed on April 2, 2012 (File No. 001-34244).

 

About Hudbay

 

Hudbay (TSX, NYSE: HBM) is a Canadian integrated mining company with assets in North and South America principally focused on the discovery, production and marketing of base and precious metals. Hudbay’s objective is to maximize shareholder value through efficient operations, organic growth and accretive acquisitions, while maintaining its financial strength. A member of the S&P/TSX Composite Index and the S&P/TSX Global Mining Index, Hudbay is committed to high standards of corporate governance and sustainability. Further information about Hudbay can be found onwww.hudbayminerals.com.

 

For further information, please contact:

 

John Vincic

Vice President, Investor Relations and Corporate Communications

(416) 362-0615

john.vincic@hudbayminerals.com

 

12


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