UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 9)¹

Hudbay Minerals Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

443628102

(CUSIP Number)

KANWALJIT TOOR

199 Bay Street, Suite 5050

Toronto, Ontario M5L 1E2

+1 416 504 3508

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 24, 2019

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The following constitutes Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment No. 9 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended to add the following:

Arthur Edward Michael Anglin is longer a member of the Section 13(d) group and shall cease to be a Reporting Person immediately after the filing of this Amendment No. 9. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing and Solicitation Agreement, as further described in Item 6 below.

Item 4 is hereby amended to add the following:

On April 24, 2019, WGRM Inc. and certain of its affiliates (collectively, “Waterton”) issued a press release to announce that Waterton had given permission to Arthur Edward Michael Anglin, one of its nominees, to withdraw from its slate of director candidates in order to allow him to join the board of directors of a competitor of the Issuer. As set forth in the press release, Mr. Anglin had expressed to Waterton that as a result of the questionable tactics employed by the Issuer during the proxy contest, he would prefer to take advantage of the position at the Issuer’s competitor, which would be a conflict of interest if he were seated on the Issuer’s board of directors. The Issuer had previously announced on April 5, 2019 that it was recommending shareholders vote for Mr. Anglin and fellow Waterton nominee David S. Smith on the Issuer’s proxy card. With the withdrawal of Mr. Anglin from Waterton’s slate, Waterton is now soliciting proxies for its four highly-qualified nominees, Peter G.J. Kukielski, Daniel Muñiz Quintanilla, Richard W. Nesbitt and David S. Smith, for election to the board of directors of the Issuer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 6 is hereby amended to add the following:

On April 26, 2019, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 9 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 9 agreed to solicit proxies or written consents for the election of the Nominees at the Annual Meeting (the “Solicitation”), and (c) Waterton agreed to bear all expenses incurred in connection with the Solicitation, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. A copy of this agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibits:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 26, 2019

Exhibit 99.1

WATERTON ANNOUNCES UPDATE TO SLATE OF DIRECTOR NOMINEES

A.E. Michael Anglin Withdraws as Director Nominee for Hudbay to Join Board of Competitor Antofagasta

TORONTO, April 24, 2019 /Business Wire/ - Waterton Precious Metals Fund II Cayman, LP and Waterton Mining Parallel Fund Offshore Master, LP (the "Funds"), each of which are managed by Waterton Global Resource Management, Inc. (the "Investment Adviser", the Investment Adviser together with the Funds ("Waterton" or "We")), owning approximately 12.1% of the issued and outstanding shares (the “Shares”) of Hudbay Minerals Inc. ("Hudbay" or the "Company") (TSX:HBM) (NYSE: HBM), today announced an update to its slate of director candidates nominated to serve on the Board of Directors (the “Board”) of Hudbay.

Waterton has given permission to A.E. Michael Anglin to withdraw from its slate of nominees in order to allow him to join the board of Hudbay competitor Antofagasta plc. While Waterton continues to think that Mr. Anglin would have been a stellar addition to the Hudbay Board, Mr. Anglin has expressed to Waterton that as a result of the questionable tactics employed by Hudbay during the proxy contest, he would prefer to take advantage of the Antofagasta position, which would be a conflict of interest if he were seated on the Hudbay Board. The Company had previously announced on April 5, 2019 that it was recommending shareholders vote for Mr. Anglin and fellow Waterton nominee David Smith on the Company’s proxy card.

“We congratulate Mike on his appointment to the Antofagasta Board and thank him for his contributions to our campaign to drive change at Hudbay,” said Isser Elishis, Managing Partner and CIO of Waterton. “We wish him all the best and look forward to the voices of shareholders being heard at the Hudbay Annual Meeting on May 7^th.”

“I continue to believe that Hudbay has tremendous potential,” Mr. Anglin stated. “Unfortunately, I had expected the Hudbay Board to conduct itself in a more professional manner during this proxy contest. In addition, to avoid a conflict of interest I have discussed the situation with Waterton and will be taking the opportunity to serve at Antofagasta.”

About Waterton

Waterton is an investment firm that manages capital for global institutional investors, sovereign wealth funds and endowments. The firm has ~US$2 billion in assets under management and focuses solely on the metals and mining sector. Waterton has a culture of thoroughness and a disciplined approach to capital allocation, and utilizes its significant industry expertise to produce out-sized risk-adjusted returns.

Additional Information

In its early warning report dated April 15, 2019 (the "April 15 EWR"), Waterton had disclosed that it intended to solicit proxies for a slate of five director candidates for election to the Board at the annual and special meeting of the shareholders of the Company (the “Meeting”). As announced today, Waterton is now intending to solicit proxies for four individuals for election to the Board at the Meeting.

Waterton currently owns and exercises control or direction over an aggregate of 31,608,117 Shares, representing approximately 12.1% of the issued and outstanding Shares. At the time of the April 15 EWR, Waterton also owned and exercised control or direction over 31,608,117 Shares, representing approximately 12.1% of the issued and outstanding Shares.

The Shares were acquired for investment purposes and for other reasons detailed herein and in Item 5 of the April 15 EWR and other early warning reports filed by Waterton under applicable Canadian securities laws. Waterton may, depending on market and other conditions, acquire additional Shares through market transactions, private agreements, treasury issuances, exercise of warrants, or otherwise, or may sell all or some portion of the Shares, or may continue to hold the Shares.

For further information and to obtain a copy of the early warning reports filed by Waterton, please see Hudbay's profile on the SEDAR website at www.sedar.com or contact Richard Wells, Chief Financial Officer of the Investment Adviser at 416-504-3505.

The head office address of the Investment Adviser is Commerce Court West, 199 Bay Street, Suite 5050, Toronto, Ontario, M5L 1E2, Canada. The head office address of each of Waterton Mining LP and Waterton Fund II is Ugland House, Grand Cayman, Cayman Islands, KY1-1104.

The head office address of Hudbay is 25 York Street, Suite 800, Toronto, Ontario, Canada M5J 2V5.

Legal Notices and Disclaimers

The data, information and opinions contained or referenced herein (collectively, the "Information") is for general informational purposes only for the holders of Shares (“Shareholders”) in order to provide the views of Waterton regarding certain changes we are requesting to the composition of the Board, and other matters which Waterton believes to be of concern to Shareholders described herein. The Information is not tailored to specific investment objectives, the financial situation, suitability, or particular need of any specific person(s) who may receive the Information, and should not be taken as advice in considering the merits of any investment decision. The views expressed in the Information represent the views and opinions of Waterton, whose opinions may change at any time and which are based on analyses of Waterton and its advisors. Unless otherwise indicated, the Information has been derived or obtained from public disclosure and filings with respect to and/or made by Hudbay and other issuers that we consider to be comparable to Hudbay, and from other third party reports (see "Legal Notices and Disclaimers - Disclaimer Respecting Publicly Sourced Information" in Waterton’s information circular dated April 15, 2019 (the “Waterton Circular”), a copy of which is available on SEDAR at www.sedar.com or on www.newhudbay.com).

The Information contains forward-looking statements or forward-looking information within the meaning of applicable securities laws (collectively, "forward-looking statements"), including, without limitation, Waterton's and Hudbay's respective priorities, plans and strategies for Hudbay and certain members of Hudbay's operational, compensation and other noted peer groups' anticipated financial and operating performance and business prospects. All statements and information, other than statements of historical fact, included herein are forward-looking statements, including, without limitation, statements regarding activities, events or developments that Waterton expects or anticipates may occur in the future. Certain forward-looking statements contained herein may be considered to be future-oriented financial information or a financial outlook for the purposes of applicable securities laws. These forward-looking statements can be identified by the use of forward-looking words such as "will", "expect", "intend", "plan", "estimate", "anticipate", "believe" or "continue" or similar words and expressions or the negative thereof. There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur or, even if they do occur, will result in the performance, events or results expected.

We caution readers not to place undue reliance on forward-looking statements contained herein, which are not a guarantee of performance, events or results and are subject to a number of known and unknown risks and uncertainties, including but not limited to those set forth in the Waterton Circular under the heading "Legal Notices and Disclaimers – Forward-Looking Statements" and those risks and uncertainties detailed in the continuous disclosure and other filings of Hudbay and certain members of Hudbay's operational, compensation and other noted peer groups with applicable securities regulators, copies of which are available on SEDAR at www.sedar.com or on the Electronic Data Gathering, Analysis, and Retrieval at www.sec.gov. We urge you to carefully consider those risks and uncertainties. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. Unless expressly stated otherwise, the forward-looking statements included herein are made as of the date hereof and Waterton disclaims any obligation to publicly update such forward-looking statements, except as required by applicable law.

Contacts

Investors

Kingsdale Advisors

Toll-Free (within North America): 1-888-518-1563

Call Collect (outside North America): 1-416-867-2272

E-mail: contactus@kingsdaleadvisors.com

Media

Sloane & Company

Dan Zacchei / Joe Germani: 1-212-486-9500

E-mail: Dzacchei@sloanepr.com / JGermani@sloanepr.com

Exhibit 99.2

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Hudbay Minerals Inc., a Canada corporation (the “Company”);

WHEREAS, Waterton Mining Parallel Fund Offshore Master, LP, Waterton Precious Metals Fund II Cayman, LP, Waterton Mining Parallel Fund Offshore GP Corp., Waterton Global Resource Management, LP, Waterton Global Resource Management Cayman Corp., Waterton Global Resource Management, Inc., Cheryl Brandon, Isser Elishis, Kalman Schoor, Kanwaljit Toor, and Richard J. Wells (collectively, “Waterton”), and Peter G.J. Kukielski, Daniel Muñiz Quintanilla, Richard W. Nesbitt, and David S. Smith wish to form a group for the purpose of seeking representation on the Board of Directors of the Company (the “Board”) at the 2019 annual meeting of shareholders of the Company (including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.

NOW, IT IS AGREED, this 26^th day of April 2019 by the parties hereto:

1.       In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/her/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

2.       So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.

3.       So long as this agreement is in effect, each of Messrs. Kukielski, Muñiz, Nesbitt and Smith agrees to provide Waterton advance written notice prior to effecting any purchase, sale, acquisition or disposal of any securities of the Company which he has, or would have, direct or indirect beneficial ownership so that Waterton has an opportunity to review the potential implications of any such transaction in the securities of the Company and pre-clear any such potential transaction in the securities of the Company by Messrs. Kukielski, Muñiz, Nesbitt and Smith. Each of Messrs. Kukielski, Muñiz, Nesbitt and Smith agrees that he shall not undertake or effect any purchase, sale, acquisition or disposal of any securities of the Company without the prior written consent of Waterton.

4.       Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Group to the Board at the Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.

5.       Waterton shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly all such pre-approved expenses.

6.       Each of the undersigned agrees that any SEC filing, press release or shareholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 4 shall be first approved by Waterton, or its representatives, which approval shall not be unreasonably withheld.

7.       The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.

8.       This agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

9.       In the event of any dispute arising out of the provisions of this agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

10.       Any party hereto may terminate his/her/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Steve Wolosky at Olshan, Fax No. (212) 451-2222.

11.       Each party acknowledges that Olshan shall act as counsel for both the Group and Waterton and its affiliates relating to their investment in the Company.

12.       Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed as of the day and year first above written.