Ken LaPierre, interim president, chief executive officer and director of Rockcliffe, said: “We are delighted that Hudbay is viewing Rockcliffe as an important and strategic acquisition for its activities at Snow Lake Camp. Junior Explorers. As such, this is a fitting result,” he said. Being able to close a deal with a producer like Hudvey is also a testament to the future of our assets that the job is done and one day these deposits may become camp mines. We are now able to move forward and benefit as Hudbay shareholders from our capabilities as explorers and producers in the precious and base metals sector and from our ever-growing inventory of world-class assets in the Americas. is. ”
“This is a logical transaction that will more than triple our prospects by consolidating our ownership of the Talbot copper and gold deposits,” said Peter Kukielski, president and chief executive officer of Hudbay. It has the potential to further extend the mine life of Snow Lake operations.” Land packages in the Snow Lake region. The Talbot deposit and additional Rockcliffe satellite deposits provide additional options and potential future feed sources for our Stoll and New Britannia plants. ”
Rockcliffe is a 49% joint venture partner of the Hud Bay Talbot Project and also owns 100% of six additional deposits in the Snow Lakes region. Rockcliffe is one of the largest landowners in the Snow Lakes area with approximately 1,800 km of land. 2 Across all its properties. Rockcliffe measured 7.9 million tonnes of Mineral Resources, giving a grade of 3.60%. I Copper equivalent and estimated mineral resource amount of 5.1 million tons, grade of 3.19% I Equivalent to copper. For additional disclosures of Rockcliffe’s Mineral Resource estimates, see the Tower, Rail, Talbot, and Bar technical reports under Rockcliffe’s profile. www.sedar.com On Rockcliff’s website, www.rockcliffmetals.com .
Summary of arrangement
The arrangement will be implemented pursuant to a court-approved arrangement plan under the Corporations Act (Ontario) and will require the approval of the Superior Court of Justice of Ontario (Commercial List) and approval of at least two-thirds. Votes cast by Rockcliffe shareholders at a special meeting of Rockcliffe shareholders scheduled to be held in the third quarter of 2023.
In addition to the foregoing approvals, the completion of this Agreement is subject to other customary conditions and stock exchange approvals. The deal is expected to close in the third quarter of 2023.
In connection with this arrangement, all of Rockcliffe’s directors and senior officers, Greenstone Resources II LP and Olive Resource Capital have entered into customary voting support agreements with Hudbay, pursuant to which Rockcliffe I agree to exercise my voting rights on the shares. It holds about 65% of Rockcliffe’s outstanding shares and voted in favor of the deal.
The deal agreement contains customary trade protection provisions, including a non-solicitation clause on the part of Rockcliffe and rights in favor of Hudbay on unsolicited senior offers. Rockcliffe agreed to pay Hudvey a C$700,000 termination fee if the deal was terminated under certain circumstances.
Board recommendation
Rockcliffe has appointed a special committee of independent directors (the “Special Committee”) to review and make recommendations to the Rockcliffe Board of Directors (the “Board”) with respect to this arrangement. After consulting with its financial advisors, the Special Committee unanimously recommended that the Board of Directors approve the transaction and recommend that Rockcliffe stockholders vote in favor of the transaction.
Based on the unanimous recommendation of the Special Committee, and after consultation with financial and legal counsel, the Board of Directors unanimously approved the transaction and recommended that Rockcliffe stockholders vote in favor of the transaction. bottom.
Haywood Securities Inc. and INFOR Financial Inc. have each submitted Fairness Opinions to the Special Committee and to the Board of Directors, and in their opinion, based on and subject to the assumptions, limitations and qualifications set forth therein, The consideration received by Rockcliffe shareholders under this agreement is fair to Rockcliffe shareholders from a financial standpoint.
Advisor and Counselor
INFOR Financial is acting as financial advisor to Rockcliffe and Peterson McVicar LLP is acting as legal advisor to Rockcliffe.
National Bank Financial is acting as financial advisor to Hudvey and Goodmans LLP is acting as legal advisor to Hudvey.
About Rockcliffe
Rockcliff is a Canadian exploration and resource development company that owns several advanced-stage, high-grade VMS copper and zinc-based deposits in the Snow Lakes region of central Manitoba. The Company is a major landowner in the Flin Flon Snow Lake Greenstone Belt, the largest Paleoproterozoic VMS area in the world, with high-grade mines and deposits including copper, zinc, gold and silver. The company’s extensive real estate portfolio totals approximately 1,800 km² and includes six of his 100% owned high-grade undeveloped VMS deposits. Rockcliff’s (49% ownership) Talbot copper deposit, his seventh high-end VMS deposit, is a joint venture with Hudbay (51% ownership).
Rockcliff’s Interim President and CEO, Ken Lapierre P.Geo, is a qualified person in compliance with the Canadian regulatory requirements set forth in NI 43-101 and has the scientific and technical expertise contained in this press release. I have read and accepted the information.
About Hadbay
Hudbay (TSX, NYSE: HBM) is a pure-play copper mining company with three long-term operations and a pipeline of world-class copper growth projects in the primary territories of Canada, Peru and the United States. I’m here.
Hudbay’s portfolio of operations includes the Constantia mine in Cusco (Peru), the Snow Lake operation in Manitoba (Canada) and the Copper Mountain mine in British Columbia (Canada) following the completion of an agreement with Copper Mountain Mining Corporation. Copper is the main metal produced by the company, complemented by meaningful gold production. Hudbay’s growth pipeline includes the Copper World project in Arizona, the Mason project in Nevada (USA), the Liagen project in La Libertad (Peru), and several expansions and expansions near existing operations. Includes exploration opportunities.
The value Hudbay creates and the impact it creates is embodied in its statement of purpose. “We care about people, communities and the planet. Hudbay provides the metals the world needs. We work sustainably, transforming lives and doing better for our communities. We will create the future.” Hudbay’s mission is to leverage its core strengths in community relations, focused exploration, mine development and efficient operations to generate sustainable value and significant returns. That’s it. More information about Hudbay can be found at: www.hudbay.com .
Forward-Looking Information
This release contains certain “forward-looking statements” and certain “forward-looking information” “as defined by applicable Canadian and US securities laws.” Forward-looking statements and information are generally identified by the use of forward-looking words such as “may”. “”, “will”, “should”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plan”, or Similar terms. The forward-looking information contained herein is provided. Please note that it is intended to help readers understand management’s current expectations and plans for the future, and that such information may not be suitable for other purposes.
Forward-looking statements relate to future events or future performance and reflect Hudbey and Rockcliffe’s expectations or beliefs regarding future events. Forward-looking statements include, but are not limited to, statements regarding the completion and timing of this arrangement. Approved by Rockcliffe Shareholders. Satisfaction of conditions that precede an arrangement. Arrangement strengths, features and possibilities. Growth potential and expectations regarding the timing, receipt and anticipated effects of court approvals and other consents and approvals. Effects of this Agreement on Rockcliffe, Hudbay, and their respective shareholders and other stakeholders. and other benefits anticipated by this arrangement. Forward-looking statements, by their nature, involve known and unknown risks, uncertainties, and our actual results, performance and achievements, which may be expressed or implied by the forward-looking statements. It includes other factors that could cause actual results to differ materially. . Such factors include, among other things, the risks associated with failing to obtain approval from Rockcliffe shareholders; and the potential prejudice to this Agreement. It may be terminated under certain circumstances.
Forward-looking information is based on the parties’ reasonable assumptions, estimates, expectations, analyses, and management of opinions, which are based on trends, current conditions and expected developments, and which management believes to be relevant. Based on management’s experience and perception of other factors. It’s reasonable in the circumstances, but it can turn out to be wrong. Such factors include, among others: Business integration risk. Fluctuations in general macroeconomic conditions. Fluctuations in the stock market. Fluctuations in spot and futures prices of copper or certain other commodities. changes in national and local governments, laws, tax systems, regulations, regulations, political or economic developments; Risks and hazards associated with mineral exploration, development and mining operations, including environmental hazards, occupational injuries, abnormal or unexpected formation pressures, cave-ins and floods. The difference between the actual metallurgical recovery and the estimated metallurgical recovery. Inability to obtain adequate insurance to cover risks and hazards. The existence of laws and regulations that may impose restrictions on mining. Relations with Employees; Relations with and Claims Made by Local Communities and Indigenous Peoples. Availability of increasing costs associated with mining inputs and labor. The speculative nature of mineral exploration and development, including the risk of obtaining necessary licenses, permits and approvals from governmental authorities. and ownership of real property.
Hudbey and Rockcliffe undertake no obligation to update any forward-looking information, except as required by applicable law. Such forward-looking information represents management’s best judgment based on currently available information. Forward-looking statements are not guaranteed and actual future results may differ materially. Readers are therefore advised not to place undue reliance on forward-looking statements or information.
For more information, please contact:
rockcliffe
Ken Lapierre
Interim President and CEO
(647) 678-3879
ken@rockcliffmetals.com
hadbay
Candice Brulee
Vice President of Investor Relations
(416) 814-4387
candace.brule@hudbay.com
________________________
I Copper equivalent calculations are made assuming metal prices of $3.52/lb per copper, $1,817/oz of gold, $1.18/lb of zinc and $23.75/oz of silver.
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