Hudbay Minerals Inc. (TSX:HBM) presented non binding proposal to acquire remaining 99.95% stake in Rockcliff Metals Corporation (CNSX:RCLF) from Olive Resource Capital Inc. (TSXV:OC), Greenstone Resources II L.P., managed by Greenstone Capital LLP and others on April 6, 2023. Hudbay Minerals Inc. (TSX:HBM) entered into a definitive agreement to acquire remaining 99.95% stake in Rockcliff Metals Corporation (CNSX:RCLF) from Olive Resource Capital Inc. (TSXV:OC), Greenstone Resources II L.P., managed by Greenstone Capital LLP and others for CAD 18 million on June 19, 2023. 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. Hudbay beneficially owns 163,636 shares in Rockcliff. Following completion of the Transaction, Hudbay will beneficially own 100% of the issued and outstanding Shares of Rockcliff. 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 CAD 700,000.

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 including stock exchange approvals, Consideration Shares to be issued pursuant to the Arrangement shall have been approved for listing on the NYSE, all of the Regulatory Approvals shall have been obtained, holders of no more than 10% of Rockcliff Shares shall have exercised Dissent Rights. 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. 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. On July 27, 2023, the Ontario Superior Court of Justice (Commercial List) (the ?Court?) granted an interim order regarding the Arrangement. The special meeting of Rockcliff?s shareholders is scheduled to be held on August 31, 2023. The shareholders of Rockcliff Metals approved the transaction on August 31, 2023.The Arrangement is expected to close in the third quarter of 2023. Subject to the receipt of the requisite approval of Shareholders, the final approval of the Arrangement by the Court and the satisfaction of other customary conditions (including receipt of all applicable stock exchange approvals), the Arrangement is expected to close in September 2023. As per filing on September 1, 2023 the transaction is expected to occur on or about September 14, 2023. As of September 12, 2023, the Ontario Superior Court of Justice (Commercial List) has issued a final order approving the merger. The Toronto Stock Exchange has conditionally approved the listing of the Hudbay common shares to be issued in connection with the Transaction, and the shareholders of Rockcliff have approved the applicable resolutions to give effect to the Transaction.

Each of Haywood Securities Inc. and INFOR Financial Group 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. INFOR Financial is acting as financial advisor to Rockcliff and James McVicar of Peterson McVicar LLP is acting as legal counsel to Rockcliff. National Bank Financial is acting as financial advisor to Hudbay and Kari MacKay of Goodmans LLP is acting as legal counsel to Hudbay. Computershare Investor Services Inc. acted as depositary to Rockcliff.

Hudbay Minerals Inc. (TSX:HBM) completed the acquisition of remaining 99.95% stake in Rockcliff Metals Corporation (CNSX:RCLF) from Olive Resource Capital Inc. (TSXV:OC), Greenstone Resources II L.P., managed by Greenstone Capital LLP and others on September 14, 2023. As a result of closing the Transaction, Rockcliff is now a wholly-owned subsidiary of Hudbay. It is anticipated the common shares of Rockcliff will be delisted from the Canadian Securities Exchange at the close of the market on September 14, 2023.