HBM HudBay Minerals Inc

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

This statement relates to the common shares, no par value (the “Shares”), of Hudbay Minerals Inc., a Canada corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 25 York Street, Suite 800, Toronto, Ontario, M5J 2V5, Canada.

(a)       This statement is filed by:

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The principal business address of the Reporting Persons is Commerce Court West, 199 Bay Street, Suite 5050, Toronto, Ontario M5L 1E2 Canada. The officers and directors of Waterton Mining GP, WGRM Corp. and WGRM Inc. and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.

(c)       The principal business of Waterton Mining LP is committing capital to facilitate investments in precious and base metal assets through structured loans, joint ventures, majority and minority equity interests and other investments. The principal business of Waterton Fund II is committing capital to facilitate investments in precious and base metal assets through structured loans, joint ventures, majority and minority equity interests and other investments. The principal business of Waterton Mining GP is performing the functions of, and serving as, the general partner of Waterton Mining LP. The principal business of WGRM LP is performing the functions of, and serving as, the general partner of Waterton Fund II. The principal business of WGRM Corp. is performing the functions of, and serving as, the general partner of WGRM LP. The principal business of WGRM Inc. is serving as an investment adviser to the funds under its management. The principal occupation of each of Messrs. Elishis, Schoor, Toor and Wells and Ms. Brandon is serving as a senior executive of WGRM Inc.

(d)       No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Messrs. Toor and Wells and Ms. Brandon are citizens of Canada. Messrs. Schoor and Elishis are citizens of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein.

The Shares purchased by each of Waterton Mining LP and Waterton Fund II were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase price of the 9,187,584 Shares beneficially owned by Waterton Mining LP is approximately C$57,590,334, excluding brokerage commissions. The aggregate purchase price of the 9,187,586 Shares beneficially owned by Waterton Fund II is approximately C$57,590,347, excluding brokerage commissions.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

Prior to the Bloomberg story on October 4, 2018 (the "Bloomberg Article") reporting that the Issuer was in discussions to acquire Mantos Copper S.A. ("Mantos"), a producing Chilean miner, for as much as C$1 billion, WGRM Inc. and certain of its affiliates (collectively, “Waterton”) had been actively engaging with management of the Issuer to obtain updates as to its operations and possible explanations for its significant market underperformance. During the course of those discussions, Waterton was advised by management that the Issuer had no plans to undertake material acquisitions, and, specifically in respect of producing assets, that the Issuer had looked at all copper producing mines with none of them making sense for the Issuer. 

In light of the disappointing and seemingly contradictory news reported in the Bloomberg Article, Waterton sought reassurance from the Board of Directors (the “Board”) that the Issuer would not be proceeding with any material M&A transactions. Waterton did not receive any such reassurance and the Issuer's late afternoon press release on October 4, 2018 commenting on the Bloomberg Article made it appear all the more likely that the Issuer could be in the late stages of a material transaction.  

Given the gravity of the circumstances and potential imminent material erosion of shareholder value owing to any pro forma transaction, Waterton delivered a public letter to the Board on October 5, 2018 (the “Letter”). In the Letter, Waterton expressed its strong opposition to the Issuer acquiring Mantos or engaging in any material acquisitions at this time and described its rationale for why a material acquisition transaction would likely erode shareholder value and further outlined support for its position from a significant portion of the shareholder base. The Letter also again called on the Issuer to provide reassurance that it would not be proceeding with any material acquisitions or transactions and stated Waterton's belief that a failure to commit to such an acquisition moratorium may violate the Board's fiduciary duties and would be contrary to the expectations of the Issuer's shareholders.  Waterton reserved its rights to take any and all actions that it may deem warranted in order to ensure the best interests of shareholders are paramount in the boardroom.  Following the delivery of the Letter, the Issuer failed to confirm publicly or to Waterton that the Board would commit to an acquisition moratorium despite the significant concerns that had been voiced by its shareholders. 

On October 16, 2018, representatives of Waterton had a telephone conversation with Alan Hibben, the Chairman of the Board and the Chair of the Issuer's Corporate Governance and Nominating Committee.  

On the call, Waterton articulated two requests of the Issuer.  First, Waterton requested that the Issuer immediately issue a clarifying statement to its shareholders confirming that it is not currently pursuing, and has no plans to pursue in the near term, the Mantos transaction in any form or any other acquisition, joint venture or similar transaction (an “Imminent Transaction”); alternatively, Waterton requested that, if the Issuer for any reason cannot provide the foregoing comfort in the form of an acquisition moratorium, the Issuer publicly commit to putting any Imminent Transaction before its shareholders for a vote prior to consummating any such transaction.  Second, Waterton requested a meeting with Mr. Hibben and other members of the Board to discuss the current composition of the Board and how it can be refreshed to add additional skills that Waterton believes are required at this critical time, particularly given the Issuer's recent material market underperformance.

Mr.  Hibben communicated to Waterton on October 16, 2018 that the Board was not willing to issue any clarifying statements relating to Imminent Transactions.  Waterton has serious concerns that the Issuer may be seeking to consummate an Imminent Transaction despite the opposition that has been communicated to the Board by Waterton and other shareholders.  In light of the foregoing, Waterton  has been left with little choice but to once again publicly urge the Board to refrain from pursuing any Imminent Transactions or, at the very least, to publicly commit to holding a shareholder vote in respect of any Imminent Transaction.  Given the Issuer’s recent underperformance under the watch of the current Board, at this stage, it is only appropriate that the shareholders, as the true owners of the Issuer, have a voice on matters that could materially impact its future.

Mr. Hibben agreed to arrange a meeting with Waterton in the near term to discuss its concerns with respect to the composition of the Issuer’s Board, and Waterton looks forward to discussing a reconstitution of the Board and presenting highly qualified candidates who possess the skills needed to put the Issuer on the right track towards shareholder value creation. 

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board, engaging in discussions with shareholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4. 

The aggregate percentage of Shares reported owned by each person named herein is based upon 261,271,188 Shares outstanding, as of June 30, 2018, which is the total number of Shares outstanding as reported in Exhibit 99.2 to the Issuer’s Report of foreign issuer on Form 6-K filed with the Securities and Exchange Commission on August 1, 2018.

Percentage: Approximately 3.5%

Percentage: Approximately 3.5%

Percentage: Approximately 3.5%

Percentage: Approximately 3.5%

Percentage: Approximately 3.5%

Percentage: Approximately 7.0%

Percentage: Approximately 7.0%

On October 17, 2018, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.  The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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: October 17, 2018

SCHEDULE A

Directors and Officers of Waterton Global Resource Management Cayman Corp.

Directors and Officers of Waterton Mining Parallel Fund Offshore GP Corp.

Directors and Officers of Waterton Global Resource Management, Inc.

SCHEDULE B

Transactions in the Shares During the Past Sixty Days

Waterton Mining Parallel Fund Offshore Master, LP

Waterton Precious Metals Fund II Cayman, LP

^* The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from C$5.46 to C$6.81. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.