Hudbay to Acquire Rockcliff to Consolidate the Snow Lake Camp

Hudbay Minerals Inc. ("Hudbay") ( TSX, NYSE: HBM) and Rockcliff Metals Corp. ("Rockcliff") (CSE: RCLF OTCQB: RKCLF) are pleased to announce that they have entered into a definitive agreement (the "Arrangement Agreement") pursuant to which Hudbay will acquire 100% of the issued and outstanding common shares of Rockcliff that it does not already own (the "Arrangement").

Under the Arrangement Rockcliff shareholders will receive 0.006776 of a Hudbay common share for each Rockcliff common share held, representing an attractive premium to Rockcliff's recent trading price. The enterprise value to Hudbay, net of Rockcliff's cash, is approximately US$13 million.

Ken Lapierre, Interim President, Chief Executive Officer and Director of Rockcliff, comments, "We are delighted that Hudbay views Rockcliff as an important and strategic acquisition for their operations in the Snow Lake camp. As a junior explorer, it is a fitting result to be able to complete a transaction with a producer such as Hudbay. It is also a testament to the work completed and prospectivity of our assets that one day these deposits may become mines in the camp. We can now move forward as Hudbay shareholders and benefit from their abilities as an explorer and producer in the precious and base metal space and from their growing inventory of world class assets in the Americas."

Peter Kukielski, President and Chief Executive Officer of Hudbay, comments, "This is a logical transaction that has the potential to further extend mine life at our Snow Lake operations by consolidating our ownership in the Talbot copper-gold deposit and more than tripling our prospective land package in the Snow Lake region. The Talbot deposit and the additional Rockcliff satellite deposits provide further optionality and potential future feed sources for our Stall and New Britannia mills."

Rockcliff is the 49% joint venture partner on Hudbay's Talbot project and also owns 100% of six additional deposits in the Snow Lake region. Rockcliff is one of the largest landholders in the Snow Lake area with approximately 1,800 km 2 across all its properties. Rockcliff has measured and indicated mineral resources of 7.9 million tonnes grading 3.60% i copper equivalent and inferred mineral resources of 5.1 million tonnes grading 3.19% i copper equivalent. For additional disclosure of Rockcliff's mineral resource estimates, please refer to the Tower, Rail, Talbot, and Bur technical reports available under Rockcliff's profile at www.sedar.com and on Rockcliff's website at www.rockcliffmetals.com .

Summary of the Arrangement

The Arrangement will be implemented by way of a court-approved plan of arrangement pursuant to the Business Corporations Act (Ontario) and will require the approval of the Ontario Superior Court of Justice (Commercial List) and the approval of at least two-thirds of the votes cast by Rockcliff shareholders at a special meeting of Rockcliff shareholders which is expected to be held in the third quarter of 2023.

In addition to the aforementioned approvals, completion of the Arrangement is subject to other customary conditions and stock exchange approvals. The Arrangement is expected to close in the third quarter of 2023.

In connection with the Arrangement, all of the directors and senior officers of Rockcliff as well as Greenstone Resources II L.P. and Olive Resource Capital Inc. have entered into customary voting support agreements with Hudbay, pursuant to which they have agreed to vote their Rockcliff shares, representing approximately 65% of the issued and outstanding Rockcliff shares, in favour of the Arrangement.

The Arrangement Agreement provides for customary deal protection provisions, including non-solicitation covenants on the part of Rockcliff and a right in favour of Hudbay to match any unsolicited superior proposal. In the event that the Arrangement Agreement is terminated in certain circumstances, Rockcliff has agreed to pay Hudbay a termination fee of C$700,000.

Board of Directors Recommendation

Rockcliff appointed a special committee of independent directors (the "Special Committee") to consider and make a recommendation to the Board of Directors of Rockcliff (the "Board") with respect to the Arrangement. The Special Committee, after consultation with its financial advisors, unanimously recommended that the Board approve the Arrangement and recommend that Rockcliff shareholders vote in favour of the Arrangement.

Based on the unanimous recommendation of the Special Committee, and after consultation with its financial and legal advisors, the Board has unanimously approved the Arrangement and recommends that Rockcliff shareholders vote in favour of the Arrangement.

Each of Haywood Securities Inc. and INFOR Financial Inc. have provided the Special Committee and Board, respectively, with a fairness opinion, stating that, in its opinion, based upon and subject to the assumptions, limitations, and qualifications set forth therein, the consideration to be received by Rockcliff shareholders under the Arrangement is fair, from a financial point of view, to the Rockcliff shareholders.

Advisors and Counsel

INFOR Financial is acting as financial advisor to Rockcliff and Peterson McVicar LLP is acting as legal counsel to Rockcliff.

National Bank Financial is acting as financial advisor to Hudbay and Goodmans LLP is acting as legal counsel to Hudbay.

About Rockcliff

Rockcliff is a Canadian exploration and resource development company with several advanced-stage, high-grade VMS copper-zinc dominant deposits in the Snow Lake area of central Manitoba. The company is a major landholder in the Flin Flon-Snow Lake Greenstone Belt which is the largest Paleoproterozoic VMS district in the world, hosting high-grade mines and deposits containing copper, zinc, gold and silver. The company's extensive portfolio of properties totals approximately 1,800 km² and includes six 100% owned high grade, undeveloped VMS deposits. Rockcliff's (49% ownership) seventh high grade VMS deposit, the Talbot copper deposit, is a joint venture with Hudbay (51% ownership).

Ken Lapierre P.Geo., Interim President, and CEO of Rockcliff, a Qualified Person in accordance with Canadian regulatory requirements as set out in NI 43-101, has read and approved the scientific and technical information contained in this press release.

About Hudbay

Hudbay (TSX, NYSE: HBM) is a copper-focused mining company with three long-life operations and a world-class pipeline of copper growth projects in tier-one mining-friendly jurisdictions of Canada, Peru and the United States.

Hudbay's operating portfolio includes the Constancia mine in Cusco (Peru), the Snow Lake operations in Manitoba (Canada) and, upon completion of the arrangement with Copper Mountain Mining Corp., the Copper Mountain mine in British Columbia (Canada). Copper is the primary metal produced by the company, which is complemented by meaningful gold production. Hudbay's growth pipeline includes the Copper World project in Arizona, the Mason project in Nevada (United States), the Llaguen project in La Libertad (Peru) and several expansion and exploration opportunities near its existing operations.

The value Hudbay creates and the impact it has is embodied in its purpose statement: "We care about our people, our communities and our planet. Hudbay provides the metals the world needs. We work sustainably, transform lives and create better futures for communities." Hudbay's mission is to create sustainable value and strong returns by leveraging its core strengths in community relations, focused exploration, mine development and efficient operations. Further information about Hudbay can be found on www.hudbay.com .

Forward-Looking Information

This release contains certain "forward looking statements" and certain "forward-looking information" as "defined under applicable Canadian and U.S. securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "should", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. The forward-looking information contained herein is provided for the purpose of assisting readers in understanding management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes.

Forward-looking statements relate to future events or future performance and reflect Hudbay's and Rockcliff's expectations or beliefs regarding future events. Forward-looking statements include, but are not limited to statements with respect to the consummation and timing of the Arrangement; approval by Rockcliff's shareholders; the satisfaction of the conditions precedent to the Arrangement; the strengths, characteristics and potential of the Arrangement; growth potential and expectations regarding the timing, receipt and anticipated effects of court approval and other consents and approvals; the impact of the Arrangement on Rockcliff, Hudbay and their respective shareholders and other stakeholders; and other anticipated benefits of the Arrangement. By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, amongst others, risks related to failure to receive approval by Rockcliff shareholders, the required court and other consents and approvals required to effect the Arrangement, the potential of a third party making a superior proposal and the possibility that the Arrangement Agreement could be terminated under certain circumstances.

Forward-looking information are based on management of the parties' reasonable assumptions, estimates, expectations, analyses and opinions, which are based on such management's experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Such factors, among other things, include: business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of copper or certain other commodities; change in national and local governments, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); discrepancies between actual and estimated metallurgical recoveries; inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties.

Hudbay and Rockcliff undertake no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on the information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

For further information, please contact:

Rockcliff
Ken Lapierre
Interim President & CEO
(647) 678-3879
ken@rockcliffmetals.com

Hudbay
Candace Brûlé
Vice President, Investor Relations
(416) 814-4387
candace.brule@hudbay.com

________________________
i Copper equivalent calculations conducted assuming metal prices of U$3.52/lb copper, US$1,817/oz gold, US$1.18/lb zinc and US$23.75/oz Ag.


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Finlay Minerals stakes the JJB Property - within the Bear Lake Corridor of British Columbia

Finlay Minerals stakes the JJB Property - within the Bear Lake Corridor of British Columbia

finlay minerals ltd. (TSXV: FYL) (OTCQB: FYMNF) ("Finlay" or the "Company") is pleased to announce the staking of 9 mineral claims covering 15,453 hectares (approximately 154 km²) in the northern Bear Lake Corridor of British Columbia . The JJB Property is named in honour of Finlay's Founder, John J. Barakso who was an early advocate for the potential of the Bear Creek Corridor.

Figure 1. New JJB Property location and expanded SAY Property boundary. (CNW Group/Finlay Minerals Ltd.)

JJB PROPERTY:

The JJB Property is located within a highly prospective 135-kilometer-long belt in the Stikine Terrane, which hosts several significant copper (Cu) and silver (Ag) showings and prospects. Noteworthy nearby projects include Zimtu Capital Corp.'s Copperline Project and Doubleview Gold Corp.'s Red Spring Project. Additionally, porphyry projects along the Bear Lake trend include Imperial Metals' Cu-Mo Porphyry Bear Lake Project, American Eagle Gold's Cu-Au-Mo ± Ag NAK Project, Amarc Resources Ltd.'s DUKE Project, and HDI Quartz Mountain's Cu Porphyry Jake Project.

The JJB area has geology similar to that of the deposits found in the Bear Lake Corridor. Three main copper showings have been identified on the property: Squingula, Quin, and Pat. The Squingula and Quin showings are located near an Eocene intrusion on the west side, characterized by a coincident magnetic high. This magnetic high is surrounded by a low that corresponds with an iron oxide anomaly, potentially indicative of a porphyry target. Both the intrusion and the magnetic and iron oxide signatures are associated with a multi-element geochemical anomaly identified through limited sampling. Mineralization appears to be influenced by major northwest-trending structures and east-west cross structures, with known mineralization occurring at the intersections of these structures.

In 2025, exploration work at the JJB will focus on expanding the geochemical anomalies within the gossanous magnetic low surrounding the magnetic high. Priority will be given to an airborne magnetic survey, along with prospecting and soil sampling.

Details on the JJB Property can be found in the JJB Property Technical Presentation and in the Properties section of the Company website at www.finlayminerals.com .

SAY PROPERTY:

Lying 4 km south of Finlay's new JJB Property, work continues on the SAY Property, which has recently been expanded with additional staking to the north and south. The SAY Property now totals 26,202 hectares. The SAY Property was acquired in 2024, and an inaugural field program focused on chip sampling and mapping along the 4.3-kilometer-long SPUR Trend. This led to the discovery of the AG Zone and confirmed the continuity of high-grade Cu-Ag mineralization in the East Breccia Zone.

The SPUR is a high-grade Cu-Ag structural vein and breccia target that extends for 4.3 km along the north-northwest Tsaytut Spur ridge * .

The SHEL target area is a Cu-Mo porphyry identified through historic mapping and drilling. SHEL mineralization is reported to be associated with veining and breccias within quartz-feldspar porphyry dikes and lies on the western margin of an unexplored 3 km x 2 km magnetic high * . Historical assays and airborne magnetic data indicate the potential for the expansion of known mineralization in these two target areas.

In 2025, exploration work at the SAY will aim to expand the mineralized footprint of the SPUR and SHEL targets through geological mapping, soil sampling, and an airborne magnetic survey.

Details on the SAY Property, can be found in the SAY Property Technical Presentation and in the Properties section of the Company website at www.finlayminerals.com .

References:

*

Refer to finlay minerals ltd. News Release # 11-24 dated October 3, 2024 entitled: " Finlay Minerals has completed its Inaugural Field Program at the High-Grade Copper-Silver SAY Property " available on SEDAR at www.sedarplus.ca.

Qualified Person:

Wade Barnes , P. Geo. and Vice President, Exploration for Finlay Minerals and a qualified person as defined by National Instrument 43-101, has approved the technical content of this news release.

About finlay minerals ltd.

Finlay is a TSXV company focused on exploration for base and precious metal deposits with five 100%-owned and operated properties in northern British Columbia . In addition to the JJB & SAY Properties, the Company holds the:

  • PIL Property , which covers 13,374 ha in the heart of the Toodoggone region, has numerous porphyry Cu-Au ± Ag targets and associated epithermal Au-Ag mineralization. Exploration on the PIL Property is fully funded for 2025 with the signing of an Earn-In-Agreement with Freeport-McMoRan (Refer to news release FYL NR03-25 entitled: "Finlay Minerals Enters into Earn-In Agreements with Freeport for its PIL & ATTY Properties ". ) The PIL is neighboured by Amarc Resources and Freeport-McMoRan's joint venture JOY Project and TDG Gold Corporation's Shasta/Baker and Sofia Properties. The PIL Property is also 25 km northwest of Centerra Gold's past-producing Kemess South Mine and 15 km east of Thesis Gold's Lawyers Project.

  • ATTY Property covers 3,875 ha of sub-alpine terrain in the southern Toodoggone region. Exploration on the ATTY Property is also full-funded for 2025 with the signing of an Earn-In-Agreement with Freeport-McMoRan in April 2025.The Toodoggone is a northwest-trending belt of Triassic to Jurassic arc terranes that hosts numerous significant porphyry Cu-Au ± Ag and associated epithermal Au-Ag deposits. The ATTY Property is in between and contiguous to Centerra Gold's Kemess Project and the joint-venture JOY Project held by Amarc Resources and Freeport-McMoRan. The ATTY Property KEM target has similarities to the Kemess North Trend, which hosts the Kemess Underground and Kemess East deposits.

  • Silver Hope Property covers 21,322 ha and surrounds the past-producing Equity Silver Mine in the prospective Skeena Arch region of central B.C. The Silver Hope contains the Main Trend which is a >2 km Cu-Ag-Au mineralized trend with mineralization starting at surface.  West of the Main Trend is the West Cu-Mo Porphyry which is also mineralized starting from surface. The Property hosts a network of forestry roads and trails and has all-year access from Houston, BC .

Finlay trades under the symbol "FYL" on the TSXV and under the symbol "FYMNF" on the OTCQB. For further information and details, please visit the Company's website at www.finlayminerals.com

On behalf of the Board of Directors,

Robert F. Brown
President, CEO & Director

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information: This news release includes certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements in this news release that address events or developments that we expect to occur in the future are forward-looking statements.  Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as "expect", "plan", "anticipate", "project", "target", "potential", "schedule", "forecast", "budget", "estimate", "intend" or "believe" and similar expressions or their negative connotations, or that events or conditions "will", "would", "may", "could", "should" or "might" occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Forward-looking statements in this news release include statements regarding, among others, the exploration plans for the JJB and SAY Properties. Although Finlay believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploration successes, and continued availability of capital and financing and general economic, market or business conditions. These forward-looking statements are based on a number of assumptions including, among other things, assumptions regarding general business and economic conditions, the timing and receipt of regulatory and governmental approvals, the ability of Finlay and other parties to satisfy stock exchange and other regulatory requirements in a timely manner, the availability of financing for Finlay's proposed transactions and programs on reasonable terms, and the ability of third-party service providers to deliver services in a timely manner. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Finlay does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future or otherwise, except as required by applicable law.

SOURCE finlay minerals ltd.

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