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 June 2013

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 June 20, 2013, HudBay Minerals Inc. filed on the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR) website at www.sedar.com the following documents: (i) a Material Change Report, dated June 20, 2013, announcing, among other things: (a) Hudbay’s offering of US$150,000,000 of senior unsecured notes (“Notes”), (b) Hudbay’s pricing of US$150,000,000 of the Notes, and (c) that Hudbay has completed its offering of US$150,000,000 of the Notes, (ii) a First Supplemental Indenture Agreement among Hudbay, certain Guarantors and U.S. Bank National Association, dated June 20, 2013, in respect of Hudbay’s offering of US$150,000,000 of the Notes, and (iii) a press release announcing the completed offering of US$150,000,000 of the Notes.

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

·Exhibit 99.1 — Material Change Report announcing Hudbay’s initial offering, subsequent pricing and completed offering of senior unsecured notes;

·Exhibit 99.2 — First Supplemental Indenture Agreement in respect of Hudbay’s offering of senior unsecured notes; and

·Exhibit 99.3 — Press release announcing Hudbay’s completed offering of senior unsecured notes.

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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: June 21, 2013

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EXHIBIT INDEX

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

Exhibit	Description
99.1	Material Change Report announcing Hudbay’s initial offering, subsequent pricing and completed offering of senior unsecured notes.
99.2	First Supplemental Indenture Agreement in respect of Hudbay’s offering of senior unsecured notes.
99.3	Press release announcing Hudbay’s completed offering of senior unsecured notes.

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EX-99.1

Exhibit 99.1

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1.Name and Address of Company

HudBay Minerals Inc. (“Hudbay” or the “Company”)

25 York Street, Suite 800

Toronto, Ontario M5J 2V5

Item 2.Date of Material Change

June 10, 11 and 20, 2013

Item 3.News Release

Hudbay issued news releases with respect to the material change referred to in this report on June 10, 11 and 20, 2013. The news releases were disseminated through the newswire services of Marketwired. Copies of the news releases are available on SEDAR at www.sedar.com and EDGAR at www.sec.gov.

Item 4.Summary of Material Change

On June 10, 2013, Hudbay announced that it was offering an additional US$150 million aggregate principal amount of its 9.50% senior unsecured notes due 2020 (the “Notes”). Hudbay also announced that, in connection with the offering, The Bank of Nova Scotia (“Scotiabank”) and Canadian Imperial Bank of Commerce (“CIBC”) had committed, subject to customary conditions, to amend or replace the Company’s existing US$300 million revolving credit facility with a US$100 million revolving facility that would have a term of three years and would remove or revise the EBITDA-based financial covenants that are in the existing facility. On June 11, 2013, Hudbay announced that the Notes were priced at 102 percent of the aggregate principal amount, providing the Company with gross proceeds of US$153 million. On June 20, 2013, Hudbay announced that it had closed the Note offering.

Item 5.Full Description of Material Change

On June 10, 2013, Hudbay announced that it was offering an additional US$150 million aggregate principal amount of its 9.50% senior unsecured notes due 2020. The Notes are additional to the US$500 million aggregate principal amount of 9.50% senior unsecured notes that Hudbay issued in September 2012 (the “Existing Notes”). On June 11, 2013, Hudbay announced that the Notes were priced at 102 percent of the aggregate principal amount, providing the Company with gross proceeds of US$153 million. On June 20, 2013, Hudbay announced that it had closed the offering. Hudbay plans to use the net proceeds from the offering for general corporate purposes and the development of its Lalor and Reed projects in Manitoba and its Constancia project in Peru.

In connection with the offering, on June 10, 2013, Hudbay announced that Scotiabank and CIBC had committed, subject to customary conditions, to amend or replace the Company’s existing US$300 million revolving credit facility with a US$100 million revolving facility that would have a term of three years and would remove or revise the EBITDA-based financial covenants that are in the existing facility.

The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The Notes have not been qualified by a prospectus in Canada. In connection with the offering of the Notes, Hudbay has entered into a registration rights agreement pursuant to which it has agreed to offer to exchange the Notes for identical new notes registered under the Securities Act

or, under certain circumstances, to cause a shelf registration statement providing for the resale of the notes to become effective.

The Notes will constitute a part of the same series of notes as the Existing Notes for all purposes of the indenture, although the Notes will not initially be fungible with the Existing Notes. Exchange notes issued in connection with the exchange offer Hudbay is required to conduct pursuant to the registration rights agreement are expected to be fungible and have the same CUSIP number as the Existing Notes.

The indenture and first supplemental indenture governing the Notes have been filed on SEDAR at www.sedar.com and EDGAR at www.sec.gov.

Item 6.Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7.Omitted Information

Not applicable.

Item 8.Executive Officer

The following senior officer of Hudbay is knowledgeable about the material changes and this report:

Patrick Donnelly

Vice President, Legal and Corporate Secretary

416-362-2576

Item 9.Date of Report

June 20, 2013

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Forward-Looking Information

This material change report contains “forward-looking statements” and “forward-looking information” (collectively, “forward-looking information”) within the meaning of applicable Canadian and United States securities legislation. Forward-looking information includes information that relates to, among other things, our objectives, strategies, intentions, future financial and operating performance and prospects, and our expectations as to the use of proceeds from the offering.

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 execution of our business strategy, including the success of our strategic investments and initiatives;

·the completion of our planned amendment or replacement of our revolving credit facility;

·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; 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, risks related to political or social unrest or change and those in respect of aboriginal and community relations and rights and title claims, 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, as well as the risks discussed under the heading “Risk Factors” in our most recent annual information form dated March 27, 2013.

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, the reader 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 material change report or to explain any material difference between subsequent actual events and any forward-looking information, except as required by applicable law.

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EX-99.2

Exhibit 99.2

FIRST SUPPLEMENTAL INDENTURE

Dated as of June 20, 2013

Among

HUDBAY MINERALS INC.

THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO

and

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

9.500% SENIOR NOTES DUE 2020

FIRST SUPPLEMENTAL INDENTURE dated as of June 20, 2013 (this “First Supplemental Indenture”), among HudBay Minerals Inc., a corporation existing under the Federal laws of Canada, (the “Company”), the guarantors listed on the signature pages hereto (the “Guarantors”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

WHEREAS, the Company, the Guarantors and the Trustee have entered into an Indenture dated as of September 13, 2012 (the “Indenture”) in connection with the issuance of US$500,000,000 of the Company’s 9.500% Senior Notes due 2020 (the “Initial Notes”) (capitalized terms used herein without definition have the meanings given such terms in the Indenture);

WHEREAS, the Company and the Guarantors desire and have requested that the Trustee join them in the execution and delivery of this First Supplemental Indenture in order to establish and provide for the issuance by the Company of an additional US$150,000,000 aggregate principal amount of 9.500% Senior Notes due 2020 (the “Additional 9.500% Notes”);

WHEREAS, Section 2.01(c) of the Indenture provides for the creation and issuance of Additional Notes ranking pari passu with the Initial Notes without notice to or consent of the Holders;

WHEREAS, the Additional 9.500% Notes shall constitute Additional Notes under the Indenture;

WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this First Supplemental Indenture have been complied with; and

WHEREAS, all things necessary to make this First Supplemental Indenture a valid supplement to the Indenture pursuant to its terms and the terms of the Indenture have been done.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I
GENERAL TERMS AND CONDITIONS OF THE ADDITIONAL 9.500% NOTES.

SECTION 1.01.DESIGNATION OF NOTES.

Pursuant to this First Supplemental Indenture, there is hereby designated US$150,000,000 aggregate principal amount of Additional Notes under the Indenture.

SECTION 1.02.OTHER TERMS OF THE NOTES.

(a)The terms of the Additional 9.500% Notes shall be identical to the terms of the Initial Notes as set forth in the Indenture.  The Additional 9.500% Notes shall initially be evidenced by Global Notes substantially in the form of Exhibit A hereto, and shall have the same terms as to status, redemption or otherwise (other than with respect to the issue date, the purchase price thereof and the date from which interest accrues) as the Initial Notes, and will form a single class with the Initial Notes.

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(b)The Additional 9.500% Notes shall be issued on June 20, 2013 and will accrue interest from April 1, 2013.

ARTICLE II
ISSUANCE OF ADDITIONAL 9.500% NOTES.

The Additional 9.500% Notes in the aggregate principal amount equal to US$150,000,000 may, upon execution of this First Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and make available for delivery such Additional 9.500% Notes pursuant to Section 2.02 of the Indenture and Section 1.02 of this First Supplemental Indenture.

ARTICLE III
MISCELLANEOUS.

SECTION 3.01.LEGENDS

Each Global Note representing Additional 9.500% Notes shall bear the legends set forth in Section 2.06(g)(ii) of the Indenture applicable to such Global Note.

SECTION 3.02.GOVERNING LAW

THIS FIRST SUPPLEMENTAL INDENTURE, THE NOTES AND ANY NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 3.03.COUNTERPART ORIGINALS

The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this First Supplemental Indenture and of signature pages by facsimile or .pdf transmission shall constitute effective execution and delivery of this First Supplemental Indenture as to the parties hereto and may be used in lieu of the original First Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or .pdf shall be deemed to be their original signatures for all purposes.

SECTION 3.04.SUBMISSION TO JURISDICTION

The Company and each Guarantor not organized in the United States shall appoint CSC as its agent for service of process in any suit, action or proceeding with respect to this First Supplemental Indenture, the Notes and the Note Guarantees and for actions brought under the U.S. federal or state securities laws brought in any U.S. federal or state court located in the Borough of Manhattan in the County and City of New York. The Company and each Guarantor irrevocably and unconditionally submit to the non-exclusive jurisdiction of the state and federal courts sitting in the Borough of Manhattan in the County and City of New York over any suit, action or proceeding arising out of or relating to this First Supplemental Indenture, the Notes or the Note Guarantees and for actions brought under the U.S. federal or state securities laws. Service of any process, summons, notice or document by registered mail addressed to the

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Company or any Guarantor at the address above in Section 12.02 shall be effective service of process against the Company or any Guarantor for any suit, action or proceeding brought in any such court. The Company and each Guarantor irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon the Company and each Guarantor and may be enforced in any other courts to whose jurisdiction the Company is or may be subject, by suit upon judgment. The Company and each Guarantor further agrees that nothing herein shall affect any Holder’s right to effect service of process in any other manner permitted by law or bring a suit action or proceeding (including a proceeding for enforcement of a judgment) in any other court or jurisdiction in accordance with applicable law.

SECTION 3.05.WAIVER OF IMMUNITY

To the extent that each of the Company and the Guarantors, or any of their respective properties, assets or revenues may have or may hereafter become entitled to, or have attributed to each of the Company and the Guarantors, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any Canadian, New York state or U.S. federal court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any such court in which proceedings may at any time be commenced, with respect to the obligations and liabilities of each of the Company and the Guarantors or any other matter under or arising out of or in connection with this First Supplemental Indenture, each of the Company and the Guarantors hereby irrevocably and unconditionally waives or will waive such right to the extent permitted by applicable law, and agree not to plead or claim, any such immunity and consent to such relief and enforcement.

SECTION 3.06.HEADINGS

The Headings of the Articles and Sections of this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this First Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

[Signature pages follow.]

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IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed, all as of the date first above written.

HUDBAY MINERALS INC.
By:	“David S. Bryson”
	Name:  David S. Bryson
	Title:    Senior Vice President and CFO

[Signature Page - Supplemental Indenture]

Hudson Bay Mining and Smelting Co., Limited,
as Guarantor
By:	“David S. Bryson”
	Name:  David S. Bryson
	Title:    Senior Vice President, Finance
Hudson Bay Exploration and Development Company Limited,
as Guarantor
By:	“David S. Bryson”
	Name:  David S. Bryson
	Title:    Senior Vice President, Finance
HudBay Marketing & Sales Inc.,
as Guarantor
By:	“David S. Bryson”
	Name:  David S. Bryson
	Title:    Senior Vice President, Finance

[Signature Page - Supplemental Indenture]

U.S. BANK NATIONAL ASSOCIATION, as Trustee,
By:	“Shazia Flores”
	Name:  Shazia Flores
	Title:    Assistant Vice President

[Signature Page - Supplemental Indenture]

EXHIBIT A

[FORM OF FACE OF NOTE]

[Insert the Private Placement Legend, if applicable, pursuant to the provisions of the Indenture]

[Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture]

[Insert the Canadian Restricted Legend, if applicable, pursuant to the provisions of the Indenture]

[Insert the Regulation S Temporary Global Legend, if applicable, pursuant to the provisions of the Indenture]

Exhibit A-1

CUSIP [               ]
ISIN [            ]1

[RULE 144A] [REGULATION S] [GLOBAL] NOTE

9.500% Senior Notes due 2020

No. [A-    ] [S-    ] [Up to]2 [US$                            ]

HUDBAY MINERALS INC.

promises to pay to [CEDE & CO.]3 [                    ] or its registered assigns the principal sum [US$          (          United States Dollars), as revised by the Schedule of Exchanges of Interests in the Global Note attached hereto]4 [of $          (          United States Dollars)]5 on October 1, 2020.

Interest Payment Dates: April 1 and October 1, commencing October 1, 2013

Record Dates:  March 15 and September 15

1  Rule 144A Note CUSIP:  443628 AC6
Rule 144A Note ISIN:  CA443628AC69
Regulation S Note CUSIP:  C4R803 AB2
Regulation S Note ISIN:  CAC4R803AB25

2  Include in Global Notes

3  Include in Global Notes

4  Include in Global Notes

5  Include in Definitive Notes

Exhibit A-2

IN WITNESS HEREOF, the Company has caused this instrument to be duly executed.

HUDBAY MINERALS INC.
By:
	Name:
	Title:

CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within-mentioned Indenture:

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Signatory

Dated:  [                              ] [    ], [    ]

Exhibit A-3

[Reverse Side of Note]

9.500% Senior Notes due 2020

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.             INTEREST.  HudBay Minerals Inc., a corporation existing under the federal laws of Canada (the “Company”), promises to pay interest on the principal amount of this Note at 9.500% per annum from and including April 1, 2013 until but excluding maturity and shall pay Additional Interest, if any, payable pursuant to the Registration Rights Agreement dated June 20, 2013.  The Company shall pay interest and Additional Interest if any, semi-annually in arrears on April 1 and October 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”).  Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including April 1, 2013; provided that the first Interest Payment Date shall be October 1, 2013.  The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Notes.  Interest shall be computed on the basis of a 360-day year comprised of 12 30-day months.

2.             METHOD OF PAYMENT.  The Company shall pay interest and Additional Interest, if any, on the Notes to the Persons who are registered holders of Notes at the close of business on the March 15 or September 15 (whether or not a Business Day), as the case may be, immediately preceding the related Interest Payment Date, even if such Notes are canceled after such Record Date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest.  Principal, premium, if any, and interest and Additional Interest, if any, on the Notes shall be payable at the office or agency of the Company maintained for such purpose; provided that payment by wire transfer of immediately available funds shall be required with respect to principal, premium, if any, and interest and Additional Interest, if any, on all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent at least five Business Days prior to the applicable payment date.  Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3.             PAYING AGENT AND REGISTRAR.  Initially, U.S. Bank National Association, the Trustee under the Indenture, shall act as Paying Agent and Registrar.  The Company may change any Paying Agent or Registrar without notice to the Holders.  The Company or any Wholly-Owned Subsidiary incorporated or organized within the United States of America may act as Paying Agent (except for purposes of Section 8) or Registrar.

4.             INDENTURE.  The Company issued the Notes under an Indenture, dated as of September 13, 2012 (the “Indenture”), among HudBay Minerals Inc., the Guarantors named

Exhibit A-4

therein and the Trustee as supplemented by the First Supplemental Indenture dated as of June 20, 2013, among the Company, the Guarantors named therein and the Trustee.  This Note is one of a duly authorized issue of notes of the Company designated as its 9.500% Senior Notes due 2020.  The Company shall be entitled to issue Additional  Notes pursuant to Section 2.01 and 4.09 of the Indenture.  The Notes issued on September 13, 2012, the Notes issued on June 20, 2013 (which constitutes Additional Notes) and any further Additional Notes subsequently issued under the Indenture shall be treated as a single class of securities under the Indenture.  The terms of the Notes include those stated in the Indenture.  The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms.  Any term used in this Note that is defined in the Indenture shall have the meaning assigned to it in the Indenture.  To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5.             REDEMPTION AND REPURCHASE.  The Notes are subject to optional redemption, and may be the subject of an Offer to Purchase, as further described in the Indenture.  The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

6.             DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof.  The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and Holders shall be required to pay any taxes and fees required by law or permitted by the Indenture.  The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.

7.             PERSONS DEEMED OWNERS.  The registered Holder of a Note may be treated as its owner for all purposes.

8.             AMENDMENT, SUPPLEMENT AND WAIVER.  The Indenture, the Note Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

9.             DEFAULTS AND REMEDIES.  The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture.  Upon the occurrence of an Event of Default, the rights and obligations of the Company, the Guarantors, the Trustee and the Holders shall be as set forth in the applicable provisions of the Indenture.

10.          AUTHENTICATION.  This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

11.          GOVERNING LAW.  THIS NOTE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

12.          CUSIP AND ISIN NUMBERS.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP and ISIN numbers to be printed on the Notes, and the Trustee may use CUSIP and ISIN numbers

Exhibit A-5

in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture.  Requests may be made to the Company at the following address:

HudBay Minerals Inc.
25 York Street, Suite 800
Toronto, ON, M5J2V5
Canada
Facsimile:  416-362-9688
Attention:  Vice President, Legal

Exhibit A-6

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                                 to transfer this Note on the books of the Company.  The agent may substitute another to act for him.

Date:
	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

Exhibit A-7

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

o Section 4.10     o Section 4.14

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

 $                      (integral multiples of $1,000 provided that the unpurchased portion must be in a minimum principal amount of $2,000)

Date:
	Your Signature:
		(Sign exactly as your name appears on the face of this Note)
	Tax Identification No.:

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

Exhibit A-8

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is US$          .  The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made:

Date of
Exchange Amount of
decrease in
Principal
Amount Amount of
increase in
Principal
Amount of this
Global Note Principal
Amount of this
Global Note
following such
decrease or
increase Signature of
authorized
signatory of
Trustee or
Custodian

*This schedule should be included only if the Note is issued in global form.

Exhibit A-9

EX-99.3

Exhibit 99.3

TMX, NYSE — HBM

2013 No. 16

Hudbay Completes Offering of US$150,000,000 Senior Unsecured Notes

Toronto, Ontario, June 20, 2013 — HudBay Minerals Inc. (“Hudbay”) (TSX:HBM) (NYSE:HBM) today announced that it has completed its previously announced offering of US$150 million aggregate principal amount of its 9.50% senior unsecured notes due October 1, 2020 (the “Notes”). The Notes are additional to the US$500 million aggregate principal amount of 9.50% senior unsecured notes that Hudbay issued in September 2012 (the “Existing Notes”).  The Notes were priced at 102% of the aggregate principal amount, providing the company with gross proceeds of US$153 million and will yield 9.11% to maturity.  Hudbay plans to use the net proceeds from the offering for general corporate purposes and the development of its Lalor and Reed projects in Manitoba and its Constancia project in Peru.

The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction.  The Notes have not been qualified by a prospectus in Canada.  Unless they are registered or qualified by a prospectus, the Notes may be offered only in transactions that are exempt from registration under the Securities Act, prospectus qualification under Canadian securities laws or the securities laws of any other jurisdiction.  In the United States, the Notes will be offered only to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.  In connection with the offering of the Notes, Hudbay has entered into a registration rights agreement pursuant to which it has agreed to offer to exchange the Notes for identical new notes registered under the Securities Act or, under certain circumstances, to cause a shelf registration statement providing for the resale of the notes to become effective.

The Notes will constitute a part of the same series of notes as the Existing Notes for all purposes of the indenture and once exchanged pursuant to the exchange offer are expected to be fungible and have the same CUSIP number as the Existing Notes.

This news release is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

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.

Forward-looking information includes information that relates to, among other things, our objectives, strategies, and intentions and future financial and operating performance and prospects, and our expectations as to the use of proceeds from the offering.  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 execution of our business strategy, including the success of our strategic investments and initiatives; 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; 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, risks related to political or social unrest or change and those in respect of First Nations and community relations and rights and title claims, 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, as well as the risks discussed under the heading “Risk Factors” in our most recent annual information form dated March 27, 2013.  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, the reader 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.

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

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