Securities Law & Instruments

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Canada Business Corporations Act.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Canada Business Corporations Act, R.S.C. 1985, c. C-44, as am.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF

THE REGULATION MADE UNDER

THE BUSINESS CORPORATIONS ACT, R.S.O. 1990,

c. B. 16, AS AMENDED (THE "OBCA")

ONTARIO REG. 289/00 (THE "REGULATION")

AND

IN THE MATTER OF

HUDBAY MINERALS INC. (THE "FILER")

 

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of the Filer to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission for the Filer to continue into another jurisdiction pursuant to subsection 4(b) of the Regulation;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Filer having represented to the Commission that:

1. The Filer was formed on January 16, 1996 by the amalgamation of Pan American Resources Inc. and Marvas Developments Ltd., pursuant to the OBCA, under the name "Ontzinc Corporation." The Filer changed its name to HudBay Minerals Inc., pursuant to Articles of Amendment dated December 21, 2004.

2. The Filer's registered and head office is located at 6 Adelaide Street East, Suite 300, Toronto, Ontario, M5C 1H6.

3. The Filer has an authorized share capital consisting of an unlimited number of common shares and preference shares, of which 84,003,662 common shares were issued and outstanding as at September 20 2005.

4. The Corporation's outstanding common shares are listed and posted for trading on the Toronto Stock Exchange under the symbol "HBM".

5. Certain of the Corporation's outstanding common share purchase warrants are listed and posted for trading on the Toronto Stock Exchange under the symbol "HBM.WT".

6. The Filer intends to apply (the "Application for Continuance") to the Director under the OBCA for authorization to continue under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (the "CBCA"), pursuant to section 181 of the OBCA (the "Continuance").

7. Pursuant to subsection 4(b) of the Regulation made under the OBCA, Reg. 289/00, as amended, where a corporation is an offering corporation under the OBCA, an application for authorization to continue in another jurisdiction under section 181 of the OBCA must be accompanied by a consent from the Commission.

8. The Filer is an offering corporation under the OBCA and is a reporting issuer under the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act"). The Filer is also a reporting issuer in each of the other provinces of Canada.

9. Following the Continuance, the Filer intends to remain a reporting issuer in Ontario and in the other provinces of Canada.

10. The Filer is not in default of any of the provisions of the Act or the regulations or rules made thereunder and is not in default under the securities legislation of any of the other provinces of Canada.

11. The Filer is not a party to any proceeding or, to the best of its knowledge, information and belief, pending proceeding under the Act.

12. The Filer's shareholders approved the Continuance by special resolution at the Filer's annual and special meeting (the "Meeting") held on June 23, 2005.

13. The management information circular dated May 27, 2005, provided to all shareholders of the Filer in connection with the Meeting, advised registered shareholders of their dissent rights in connection with the Continuance pursuant to section 185 of the OBCA.

14. Notwithstanding that the Filer's shareholders approve the Continuance, the directors of the Filer may abandon the special resolution authorizing the Application for Continuance, without further approval of the Filer's shareholders.

15. The Continuance has been proposed as the Corporation believes it to be in its best interest to conduct its affairs in accordance with the CBCA.

16. The material rights, duties and obligations of a corporation governed by the CBCA are substantially similar to those of a corporation governed by the OBCA with the exception that the OBCA requires that a majority of a corporation's directors be resident Canadians whereas the CBCA requires that, subject to certain exceptions, only one-quarter of a corporation's directors need be resident Canadians.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of the Filer as a corporation under the CBCA.

DATED September 30, 2005.

"Paul Moore"

"Robert Shirriff"