Schedule 13D/A

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GmQ659LvHIuIL5IRoYC1a1unoKnZOoXIfT34G0ZZ5T+/Iup4ZkhaogDz9Lu25J+8 xrHp/eLKsWhIsmK3ezWARg== 0001193125-09-108583.txt : 20090512 0001193125-09-108583.hdr.sgml : 20090512 20090512163519 ACCESSION NUMBER: 0001193125-09-108583 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20090512 DATE AS OF CHANGE: 20090512 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Lundin Mining CORP CENTRAL INDEX KEY: 0001377085 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82167 FILM NUMBER: 09819262 BUSINESS ADDRESS: STREET 1: 150 KING STREET WEST, SUITE 1500 STREET 2: P.O. BOX 38 CITY: TORONTO STATE: A6 ZIP: M5H 1J9 BUSINESS PHONE: 416-342-5560 MAIL ADDRESS: STREET 1: 150 KING STREET WEST, SUITE 1500 STREET 2: P.O. BOX 38 CITY: TORONTO STATE: A6 ZIP: M5H 1J9 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HudBay Minerals Inc. CENTRAL INDEX KEY: 0001322422 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 PORTAGE AVENUE, SUITE 1906 CITY: WINNEPEG STATE: A2 ZIP: R3B 3L3 BUSINESS PHONE: (204) 949-4261 MAIL ADDRESS: STREET 1: 201 PORTAGE AVENUE, SUITE 1906 CITY: WINNEPEG STATE: A2 ZIP: R3B 3L3 SC 13D/A 1 dsc13da.htm SCHEDULE 13D/A Schedule 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Lundin Mining Corporation

(Name of Issuer)

Common Shares

(Title of Class of Securities)

550372106

(CUSIP Number)

H. Maura Lendon

Vice President and General Counsel

HudBay Minerals Inc.

Dundee Place, Suite 2501

1 Adelaide Street East

Toronto, Ontario

M5C 2V9, Canada

416 362-8181

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 11, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

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CUSIP No. 550372106


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). HudBay Minerals Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	x
6.	Citizenship or Place of Organization Canada


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power 96,997,492⁽¹⁾
		8. Shared Voting Power
		9. Sole Dispositive Power 96,997,492
		10. Shared Dispositive Power


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 96,997,492
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11) 16.7 %⁽²⁾⁽³⁾
14.		Type of Reporting Person (See Instructions) CO

(1).	Represents common shares of Lundin Mining Corporation (“Lundin”) that HudBay Minerals Inc. has acquired in accordance with the Subscription Agreement.

(2).	Based on 579,433,771 common shares of Lundin outstanding as of May 6, 2009, as represented by Lundin in Exhibit 99.2 to its Form 6-K filed with the United States Securities and Exchange Commission on May 8, 2009.

(3).	HudBay has entered into a Share Purchase Agreement with GMP Securities L.P., dated as of May 11, 2009, pursuant to which HudBay has agreed to sell all of its Common Shares to GMP.

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This Amendment No. 4 (this “Amendment”) amends and supplements the Schedule 13D filed by HudBay Minerals Inc. (“HudBay”) on December 1, 2008 (the “Schedule 13D”), with respect to the common shares (the “Common Shares”) of Lundin Mining Corporation (“Lundin”), as amended by Amendment No. 1 to the Schedule 13D filed by HudBay on December 15, 2008, as amended by Amendment No. 2 to the Schedule 13D filed by HudBay on February 25, 2009, and as amended by Amendment No. 3 to the Schedule 13D filed by HudBay on March 23, 2009 (together, the “Initial Statement”). The Common Shares to which this Amendment relates are held directly by HudBay. This Amendment is being filed to update the Initial Statement in light of recent events.

Except as expressly provided herein, this Amendment does not modify any of the information previously reported in the Initial Statement. All capitalized terms used herein shall have the meanings given to them in the Initial Statement, and unless amended or supplemented hereby, all information previously filed remains in effect.

Item 3.

Source of Funds

Item 3 is hereby amended and restated as follows:

On November 21, 2008, HudBay and Lundin entered into a letter agreement (the “Letter Agreement”, attached as Exhibit 2.1 to the Initial Statement) pursuant to which HudBay agreed to lend up to C$135,796,488.80 to Lundin on a subordinated basis for general corporate purposes, subject to both parties executing definitive documentation and Lundin obtaining any required waivers and consents from its senior lenders. HudBay and Lundin also entered into a subscription agreement (the “Subscription Agreement”, attached as Exhibit 2.2 to the Initial Statement). The proceeds of the private placement were to be used to repay the loan by HudBay. The completion of the private placement was subject to the issuance being completed in accordance with Canadian and U.S. law and approval of the issuance and conditional listing by the Toronto Stock Exchange of such Common Shares.

Concurrently with the entry into the Letter Agreement and the Subscription Agreement, HudBay and Lundin entered into an arrangement agreement (the “Arrangement Agreement”, attached as Exhibit 2.3 to the Initial Statement). Pursuant to the Arrangement Agreement, HudBay and Lundin agreed to implement an arrangement under Section 192 of the Canada Business Corporations Act (the “Arrangement”) in accordance with and subject to the terms and conditions of the Arrangement Agreement and the plan of arrangement included therein, as amended by its terms or upon the direction of the Ontario Superior Court of Justice (Commercial List). As an inducement to HudBay to enter into the Arrangement Agreement, and in consideration thereof, certain directors, officers and shareholders (each a “Shareholder”, and together the “Shareholders”) of Lundin entered into voting agreements, having similar form, with HudBay, each dated as of November 21, 2008 (the “Voting Agreements”, each of which is attached as Exhibits 2.4 through 2.15 to the Initial Statement), the purpose of which was to facilitate the consummation of the Arrangement. HudBay did not pay any cash consideration to the Shareholders in exchange for the Voting Agreements.

On December 11, 2008, Lundin issued 96,997,492 Common Shares to HudBay pursuant to the Subscription Agreement at C$1.40 per share for total gross proceeds to Lundin of C$135,796,488.80, representing a 19.9% interest in Lundin after the issuance. As a result of the issuance, the loan to Lundin contemplated by the Letter Agreement was not completed and the Letter Agreement was terminated without penalty by mutual agreement.

On February 23, 2009, HudBay and Lundin entered into a termination agreement (the “Termination Agreement”, attached hereto as Exhibit 2.16) pursuant to which the companies agreed to terminate the Arrangement Agreement. Pursuant to the Termination Agreement, HudBay and Lundin release each other in respect of any and all claims arising from the Arrangement Agreement, and agree that neither company will be liable for the payment of any termination fees to the other. Each of the Voting Agreements terminated automatically upon termination of the Arrangement Agreement.

On May 11, 2009, HudBay and Lundin entered into a consent agreement (the “Consent Agreement”, attached hereto as Exhibit 2.17) pursuant to which Lundin consented to the sale of all of the Common Shares held by HudBay notwithstanding the restriction on HudBay’s ability to sell its Common Shares pursuant to the Subscription Agreement. In consideration for Lundin’s consent, the companies agreed to terminate in their entirety all continuing rights and obligations of HudBay and Lundin under the Subscription Agreement and terminate the following rights under Sections 3, 5 and 6 of the Termination Agreement, all with effect upon completion of the proposed sale: 1) HudBay’s right of first offer in the event of any proposed sale or transfer of material assets of Lundin during the six month period following the date of termination

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of the Arrangement Agreement; 2) HudBay’s entitlement to designate a nominee on the Board of Directors of Lundin, as long as HudBay owns 10% or more of the outstanding Common Shares; and 3) HudBay’s right to maintain its current level of ownership of the Common Shares in the event of any public or private distribution of Common Shares by Lundin, as long as HudBay owns 10% or more of the outstanding Common Shares. Pursuant to the Consent Agreement, effective upon completion of the proposed sale, HudBay and Lundin release each other in respect of any and all claims arising from the Subscription Agreement or Section 7 or 8 of the Termination Agreement, as applicable. In the event that the purchase of Common Shares pursuant to the Share Purchase Agreement (as defined below) is not completed by May 26, 2009, the Consent Agreement will be of no force or effect and there will be no termination of any rights and obligations under the Termination Agreement.

Item 4.

Purpose of Transaction

Item 4 is hereby amended and restated as follows:

(a) HudBay and Lundin are bound by a reciprocal standstill covenant for a period of twelve months from the date of the Termination Agreement.

HudBay has entered into a share purchase agreement (the “Share Purchase Agreement”) with GMP Securities L.P. (“GMP”), dated as of May 11, 2009, pursuant to which HudBay has agreed to sell all of its Common Shares to GMP for a purchase price of $235,703,905.60. Pursuant to the terms of the Share Purchase Agreement, settlement of the purchase and sale of the Common Shares is to occur on or about May 26, 2009.

HudBay’s current intention is to dispose of its Common Shares in accordance with the terms and conditions of the Share Purchase Agreement. If the transactions contemplated by the Share Purchase Agreement are not consummated, HudBay reserves the right, subject to the restrictions set forth in the Subscription Agreement, as amended by the Termination Agreement, to acquire, dispose of or hold its Common Shares as it may determine in its sole discretion. Such determinations may change at any time and from time to time based on, among other things, (i) the financial condition, operations, prospects, capital structure and management of Lundin, (ii) the value and price of the Common Shares, (iii) relevant business developments, competitive and strategic matters and prevailing industry and market conditions, (iv) alternative investment opportunities available to HudBay, (v) its liquidity requirements and (vi) other investment considerations.

(b) HudBay currently has no plan or proposal which relates to, or may result in, an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving Lundin or any of its subsidiaries.

(c) Pursuant to the Consent Agreement, HudBay’s right of first offer in the event of any proposed sale or transfer of material assets of Lundin during the six month period following the date of termination of the Arrangement Agreement will terminate upon completion of the proposed sale. In the event that the purchase of Common Shares pursuant to the Share Purchase Agreement is not completed by May 26, 2009, such right will continue. However, HudBay currently has no plan or proposal which relates to, or may result in, a sale or transfer of a material amount of assets of Lundin or any of its subsidiaries.

(d) Pursuant to the Consent Agreement, HudBay’s entitlement to have one nominee for inclusion on Lundin’s management slate of nominees for election to the Board of Directors of Lundin as long as HudBay owns 10% or more of the outstanding Common Shares of Lundin will terminate upon completion of the proposed sale. In the event that the purchase of Common Shares pursuant to the Share Purchase Agreement is not completed by May 26, 2009, such entitlement will continue. However, HudBay currently has no plan or proposal which relates to, or may result in, any change in the present board of directors or management of Lundin.

(e) HudBay currently has no plan or proposal which relates to, or may result in, a change in the present capitalization or dividend policy of Lundin.

(f) Pursuant to the Consent Agreement, HudBay’s right to maintain its current level of ownership of the Common Shares of Lundin in the event of any public or private distribution of Common Shares by Lundin as long as HudBay continues to own 10% or more of the outstanding Common Shares of Lundin will terminate upon completion of the proposed sale. In the event that the purchase of Common Shares pursuant to the Share Purchase Agreement is not completed by May 26, 2009, such right will continue. However, HudBay currently has no plan or proposal which relates to, or may result in, any other material change in Lundin’s business or corporate structure.

(g) HudBay currently has no plan or proposal which relates to, or may result in, changes to Lundin’s articles of incorporation or bylaws or other actions that may impede the acquisition of control of Lundin by any person.

(h) Lundin is neither listed on a national securities exchange nor authorized to be quoted in an inter-dealer quotation system of a national securities exchange.

(i) HudBay currently has no plan or proposal which relates to, or may result in, Lundin becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended.

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(j) Other than as described above, HudBay currently has no plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a) – (i) of this Schedule 13D (although HudBay reserves the right to develop such plans).

Except as stated in the above response to this Item 4, neither HudBay, nor to the knowledge of HudBay, any of the directors or executive officers of HudBay listed on Schedule I of the Initial Statement, has any present plans or intentions which relate to, or may result in, any of the actions described in subparagraphs (a) through (j) of Item 4 of this Schedule 13D.

The foregoing descriptions of the Arrangement Agreement, Voting Agreements, Letter Agreement, Subscription Agreement, Termination Agreement, Consent Agreement and Share Purchase Agreement are qualified in their entirety by reference to such agreements, respectively, and such agreements are incorporated by reference herein where references and descriptions of such agreements appear.

Item 6.

Contracts, Agreements, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and restated as follows:

Except for the Termination Agreement, the Consent Agreement and the Share Purchase Agreement, and as otherwise described above, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 and between such persons and any person with respect to any securities of Lundin, including but not limited to, transfer and voting of any of the securities of Lundin, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies or a pledge or contingency the occurrence of which would give another person voting power or investment power over the securities of Lundin.

Item 7.

Material to be Filed as Exhibits



Exhibit 2.17		Consent Agreement

Exhibit 2.18		Share Purchase Agreement

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 12, 2009


HudBay Minerals Inc.

By:		/s/ David S. Bryson
Name:		David S. Bryson
Title:		Senior Vice President and Chief Financial Officer

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Schedule II

Schedule II to the Initial Statement is hereby amended and restated as follows:


Name	Number of Common Shares Beneficially Owned	Percentage of Common Shares Beneficially Owned
Directors
J. Bruce Barraclough	—	—
Brian D. Gordon	—	—
Alan Roy Hibben	—	—
W. Warren Holmes	—	—
Peter R. Jones	—	—
John Knowles	—	—
Alan Lenczner, Q.C.	—	—
G. Wesley Voorheis	—	—
Officers
David S. Bryson	—	—
Thomas A. Goodman	—	—
Alan T.C. Hair	—	—
H. Maura Lendon	—	—
Peter R. Jones	—	—
Michael D. Winship	—	—
Total	—	—

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EX-2.17 2 dex217.htm CONSENT AGREEMENT Consent Agreement

Exhibit 2.17

Corporate Office

150 King Street West, Suite 1500

P.O. Box 38

Toronto, ON M5H IJ9

Phone: +1 416 342 5560

Fax: +1 416 348 0303

www.lundinmining.com

UK Office

70 Oathall Road, Haywards Heath

West Sussex, RH16 3EN

United Kingdom

Phone: +44 (0) 1444 411 900

Fax: +44 (0) 1444 456 901

May 11, 2009

HudBay Minerals Inc.

Dundee Place

1 Adelaide Street East, #2501

Toronto, Ontario M5C 2V9

Attention: Peter R. Jones

Dear Sirs/Mesdames:

Consent to Proposed Sale

Lundin Mining Corporation (“Lundin”) understands that HudBay Minerals Inc. (“HudBay”) intends to sell all (but not less than all) of its Lundin common shares (“Lundin Shares”) pursuant to an agreement between HudBay and GMP Securities L.P. (or any affiliate thereof) dated the date of this letter agreement (the “Sale Agreement”) at a price of not less than $2.40 per Lundin Share (the “Proposed Sale”).

Notwithstanding the restriction on HudBay’s ability to sell its Lundin Shares in Section 6.4(a)(iv)(B) of the subscription agreement dated November 21, 2008, as amended February 23, 2009, between HudBay and Lundin (the “Subscription Agreement”), Lundin hereby consents to the Proposed Sale.

In consideration for Lundin’s consent to the Proposed Sale, Sections 3, 5 and 6 of the termination agreement dated February 23, 2009 between HudBay and Lundin (the “Termination Agreement”) and all continuing rights and obligations of HudBay and Lundin under the Subscription Agreement are hereby terminated in their entirety with no force or effect upon completion of the Proposed Sale.

Upon completion of the Proposed Sale, HudBay hereby irrevocably remises, releases and forever discharges Lundin, its affiliates and their respective directors, officers, employees, agents and successors (the “Lundin Releasees”) from any and all actions, causes of action, suits, debts, accounts, liabilities, obligations, covenants, damages, demands and all other claims whatsoever, whether contingent or otherwise, which HudBay ever had, now has or hereafter can, shall or may have, now or at any time in the future, against the Lundin Releasees in any way connected with, or arising out of, the Subscription Agreement and Section 7 of the Termination Agreement. Upon completion of the Proposed Sale, Lundin hereby irrevocably remises, releases and forever discharges HudBay, its affiliates and their respective directors, officers, employees, agents and successors (the “HudBay Releasees”) from any and all actions, causes of action, suits, debts, accounts, liabilities, obligations, covenants, damages, demands and all other claims whatsoever, whether contingent or otherwise, which Lundin ever had, now has or hereafter can, shall or may have, now or at any time in the future, against the HudBay Releasees in any way connected with,

or arising out of, the Subscription Agreement and Section 8 of the Termination Agreement. The releases in this letter agreement and the releases in Sections 9 and 10 of the Termination Agreement are intended to be for the benefit of, and shall be enforceable by, any HudBay Releasees and Lundin Releasees, as applicable, that are not parties to this letter agreement and the Termination Agreement and their respective heirs and personal representatives, and shall be binding upon Lundin and HudBay, as applicable, and their respective successors and assigns.

For the avoidance of doubt, the Termination Agreement, as amended by this letter agreement, and the confidentiality agreement dated November 6, 2008, as amended February 23, 2009, between HudBay and Lundin shall both remain in full force and effect following the completion of the Proposed Sale. If the Proposed Sale is not completed within the timeframe contemplated by the Sale Agreement (and in any event not later than May 26, 2009), then this letter agreement shall be of no force or effect.

This letter agreement shall enure to the benefit of and be binding upon HudBay and Lundin and their respective successors and assigns.

This letter agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario.

Please confirm your agreement to the foregoing by returning an executed copy of this letter agreement to the attention of Philip J. Wright, Chief Executive Officer of Lundin.

Yours truly,


LUNDIN MINING CORPORATION

By:		/s/ Philip J. Wright
		Philip J. Wright
		Chief Executive Officer

Agreed May 11, 2009.

HUDBAY MINERALS INC.

By:		/s/ Peter R. Jones
		Peter R. Jones
		Chief Executive Officer

EX-2.18 3 dex218.htm SHARE PURCHASE AGREEMENT Share Purchase Agreement

Exhibit 2.18

SHARE PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (the “Agreement”) is dated as of the 11th day of May, 2009.

AMONG:

HudBay Minerals Inc. (the “Vendor”),

AND:

GMP Securities L.P. (the “Purchaser”),

WHEREAS:

A. The Vendor is the registered holder and beneficial owner of 96,997,492 common shares (the “Shares”) in the capital of Lundin Mining Corporation (“Lundin”);

B. The Vendor wishes to sell and the Purchaser wishes to purchase the Shares, subject to the terms and conditions contained herein.

NOW IN CONSIDERATION of the covenants and agreements in this Agreement, the parties agree as follows:

1. INTERPRETATION

1.1 Construction and Interpretation. The division of this Agreement into sections and the insertion of headings are for convenience of reference only, do not form a part of this Agreement and will not be used to affect the construction or interpretation of this Agreement. The word “including” will not be construed as limiting the general term or statement immediately preceding. Unless otherwise specified:

(a)	each reference in this Agreement to “Agreement” is to this Agreement;

(b)	each reference in this Agreement to “section” is to a section of this Agreement;

(c)	words importing the singular include the plural and vice versa and words importing gender include all genders; and

(d)	all references to amounts of money mean lawful currency of Canada.

1.2 Governing Law. This Agreement and each of the documents contemplated by or delivered under or in connection with this Agreement are governed exclusively by, and are to be enforced, construed and interpreted exclusively in accordance with, the laws of Ontario and the laws of Canada applicable in Ontario which will be deemed to be the proper law of the Agreement and the parties hereby irrevocably attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario.

1.3 Severability. Each provision of this Agreement is severable. If any provision of this Agreement, or the application thereof, is for any reason held to any extent to be invalid or unenforceable by a court of competent jurisdiction, such provision will be deemed severed from this Agreement and the remainder of this Agreement will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provision.

1.4 Time of Essence. Time is of the essence of this Agreement.

2. REPRESENTATIONS AND WARRANTIES

2.1 Vendor’s representations, warranties and covenants. The Vendor hereby represents, warrants and covenants, and acknowledges that the Purchaser is relying on these representations, warranties and covenants to purchase the Shares, that:

(a)	the Vendor is the registered and beneficial owner of the Shares valid with marketable title to the Shares, free and clear of all liens, charges, pledges, security interests, encumbrances or other adverse claims whatsoever, other than those arising under this Agreement;

(b)

this Agreement is a legal, valid and binding obligation of the Vendor, enforceable against the Vendor by the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;

(c)

subject to the receipt of the Consent (as hereinafter defined), the execution and delivery of this Agreement by the Vendor and the performance of its obligations hereunder do not result in a breach of, or conflict with: (i) any agreement or instrument to which the Vendor is a party or is bound; (ii) any judgement, decree, order, rule or regulation of any court or administrative body by which the Vendor is bound; or (iii) to the knowledge of the Vendor, any statute or regulation applicable to the Vendor;

(d)

the execution and delivery of this Agreement by the Vendor, the fulfilment of the terms hereof by the Vendor and the sale and delivery of the Shares being sold by the Vendor do not and will not require (other than pursuant to insider and early warning reporting requirements under applicable securities laws, including the filing of a report on Schedule 13D with U.S. Securities and Exchange Commission (the “Commission”)) any filings to be made, any notice provided to or the consent, approval, authorization, registration or qualification of or with any governmental authority, stock exchange, securities commission or other third party on the part of the Vendor, except for the Consent and such other consents, approvals, authorizations, registrations or qualifications as have been obtained by the Vendor;

(e)	the Vendor did not determine to dispose of the Shares being sold on the basis of a material fact or material change with respect to Lundin that has not been generally disclosed;

(f)

no person, firm or corporation has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, including convertible securities, warrants or convertible obligations of any nature for the purchase, subscription, allotment or issuance of any of the Shares, other than as provided herein;

(g)	the Vendor is not a non-resident of Canada within the meaning of the Income Tax Act (Canada);

(h)

to the knowledge of the Vendor, there is not, on the part of the Vendor, any requirement to make any filing with, give any notice to or to obtain any licence, permit, certificate, registration, authorization, consent or approval of, any governmental or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement;

(i)	upon execution of this Agreement by the parties, the Vendor shall provide to the Purchaser a consent of Lundin (the “Consent”) to the transaction of purchase and sale contemplated herein, which Consent shall be substantially in the form attached hereto as Schedule A;

(j)

provided that the Purchaser has not been party to any fraud or illegality affecting the Shares and subject to encumbrances that may arise as a result of the circumstances of the Purchaser, upon delivery of and payment for the Shares, good and marketable title to such Shares will pass to the Purchaser, free and clear of any encumbrances;

(k)

in connection with the sale of the Shares to the Purchaser, and the reoffer and resale of the Shares by the Purchaser, neither the Vendor, nor any person acting on its behalf (i) has made or will make any directed selling efforts in the United States (as such terms are defined under Regulation S under the U.S. Securities Act of 1933, as amended (the “1933 Act”)), or (ii) has engaged in or will engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the 1933 Act);

(l)

in connection with the sale of the Shares to the Purchaser and/or the reoffer and resale of the Shares by the Purchaser to persons that are not U.S. persons or persons within the United States (as such terms are defined under Regulation S under the 1933 Act) in accordance with Rule 903 of Regulation S under the 1933 Act, the Vendor shall execute a declaration for removal of legend in a form satisfactory to Lundin and its registrar and transfer agent, or shall execute such other documentation or cause its counsel to deliver such opinions as may be required by Lundin or its registrar and transfer agent, to remove the U.S. restrictive legend from the Shares that are purchased by the Purchaser and that are reoffered and resold to persons that are not U.S. persons or persons within the United States in accordance with Rule 903 of Regulation S under the 1933 Act; and

(m)

if required by applicable securities legislation, regulatory policy or order or by any securities commission, stock exchange or other regulatory authority, the Vendor will execute, deliver and file and otherwise assist the Purchaser in filing reports, questionnaires, undertakings other documents with respect to the sale of the Shares to the Purchaser and the reoffer and resale of such Shares by the Purchaser.

2.2 Purchaser’s Representations, Warranties and Covenants. The Purchaser hereby represents, warrants and covenants, and acknowledges that the Vendor is relying on these representations, warranties and covenants in agreeing to sell the Shares, that:

(a)

this Agreement has been duly authorized, executed and delivered by the Purchaser and is a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser by the Vendor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;

(b)

the execution and delivery of this Agreement by the Purchaser and the performance of its obligations hereunder do not result in a breach of, or conflict with: (i) any agreement or instrument to which the Purchaser is a party or is bound; (ii) any judgement, decree, order, rule or regulation of any court or administrative body by which the Purchaser is bound; or (iii) to the knowledge of the Purchaser, any statute or regulation applicable to the Purchaser;

(c)	the execution and delivery of this Agreement by the Purchaser, the fulfilment of the terms hereof by the Purchaser and the purchase of the Shares being purchased by the Purchaser do not and will

not require (other than pursuant to insider reporting and “early warning” requirements under applicable securities laws) any filings to be made, any notice provided to or the consent, approval, authorization, registration or qualification of or with any governmental authority, stock exchange, securities commission or other third party on the part of the Purchaser and such other consents, approvals, authorizations, registrations or qualifications as have been obtained by the Purchaser;

(d)	the Purchase did not determine to purchase the Shares being purchased on the basis of a material fact or material change with respect to Lundin that has not been generally disclosed;

(e)	the Purchaser is purchasing the Shares as principal and will not, in respect of any dealing with respect to the Shares, be or represent itself to be an agent of the Vendor or in any other manner be acting on behalf of the Vendor;

(f)

the Purchaser understands that the Shares it is purchasing are characterized as “restricted securities” under the federal securities laws of the United States and that under such laws and applicable regulations such securities may be resold without registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) only in certain limited circumstances;

(g)	the Purchaser acknowledges that the Vendor may be an “Affiliate” of Lundin within the meaning of the Securities Act and that Lundin may be considered to be a “Category 2” issuer for purposes of Regulation S promulgated under the Securities Act (“Regulation S”);

(h)	the Purchaser is not a “U.S. person” or “a person in the United States” within the meaning of Regulation S;

(i)	the Purchaser is an “accredited investor” within the meaning of Rule 501(a) promulgated under the Securities Act and is not purchasing the Shares as a result of any “general solicitation” within the meaning of Rule 502 promulgated under the Securities Act;

(j)

the Purchaser believes that it has received all of the information considered necessary or appropriate for deciding whether to purchase the Shares and (i) acknowledges that the Shares are listed on the Toronto Stock Exchange, that Lundin is a reporting issuer (or its equivalent) in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland, is required to file reports containing certain business and financial information with the Canadian Securities Administrators, and that the Purchaser is able to obtain copies of such reports;

(k)

the Purchaser has not offered or sold, and will not offer or sell, any Shares within the United States or to, or for the account or benefit of, any U.S. person (i) as part of its distribution at any time or (ii) otherwise until 40 days after the commencement of the offering and the delivery and sale of the Shares except:

(A)

in accordance with Rule 903 of Regulation S; or

(B)

in accordance with the registration requirements of the Securities Act or an exemption therefrom;

(l)

neither the Purchaser nor any person acting on its behalf has made or will make offers or sales of the Shares in the United States by means of any form of “general solicitation” or “general advertising” within the meaning of Regulation D of the Securities Act in the United States or in any manner involving a “public offering” within the meaning of Section 4(2) of the Securities Act;

(m)	neither the Purchaser, nor any of its Affiliates nor any person acting on its behalf has engaged or will engage in any “directed selling efforts” within the meaning of Regulation S with respect to the Shares;

(n)

the Purchaser has not entered and will not enter into any contractual arrangement with any “distributor” within the meaning of Regulation S with respect to the distribution of the Shares, except with its Affiliates, any selling group members or with the prior written consent of the Vendor; it shall require each selling group member to agree to comply with, and shall use its best efforts to ensure that each selling group member complies with, the same provisions of this Agreement with respect to reoffers and resales of the Shares as apply to the Purchaser as if such provisions applied to such selling group member;

(o)	the Purchaser and its Affiliates and any person acting on their behalf have complied and will comply with the offering restrictions requirement of Regulation S;

(p)

at or prior to the confirmation of sale of Shares sold in reliance on Regulation S (other than a sale of Shares pursuant to Section 3 of this Agreement), the Purchaser will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the “distribution compliance period” within the meaning of Regulation S a confirmation or notice to substantially the following effect:

“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the date of closing of the offering, except in either case in accordance with Regulation S or another exemption from registration under the Act. Terms used in this paragraph have the meanings given to them by Regulation S”; and

(q)

the Purchaser and it Affiliates will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, except in compliance with the Securities Act and the applicable rules and regulations of the Commission thereunder.

2.3 Broker’s Fees. The Vendor and the Purchaser each represent to the other that they have not engaged or negotiated with any agent, broker or finder in connection with this Agreement or the transactions contemplated herein.

3. PURCHASE AND SALE

3.1 Purchase and Sale of the Shares. Subject to the terms and conditions hereof, the Vendor covenants and agrees to sell, assign and transfer to the Purchaser and the Purchaser covenants and agrees to purchase from the Vendor all but not less than all of the Shares.

3.2 Purchase Price for the Shares and Closing. The aggregate purchase price payable by the Purchaser to the Vendor for the Shares (the “Purchase Price”) shall be the sum of $235,703,905.60, being $2.43 per Share. Following the execution of this Agreement by the parties and the delivery to the Purchaser of a copy of the Consent, the Vendor shall deliver to the Purchaser a duly signed blank share transfer and power of attorney in the form attached hereto as Schedule B together with the definitive share

certificate(s) representing the Shares and the Purchaser shall deposit a sum equal to the Purchase Price in immediately available funds in Canadian currency payable at par in Toronto, Ontario, into the trading account of the Vendor maintained at GMP Securities L.P. Notwithstanding anything to the contrary contained herein settlement shall occur on or about May 26, 2009.

4. INDEMNITY

4.1 To the fullest extent permitted by law, the Vendor shall indemnify and hold the Purchaser, its affiliates and the respective directors, officers, employees and agents thereof (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all expenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, or liabilities, whether joint or several, and the reasonable fees and expenses of one firm of their counsel, that may be incurred in advising with respect to and/or defending any actual or threatened claims, actions, suits, investigations or proceedings to which the Purchaser Indemnified Parties may become subject or otherwise involved in any capacity under any statute or common law, or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, hereunder, or otherwise upon any misrepresentation or breach of a warranty or the failure by the Vendor to observe or perform any covenant or obligation contained in this Agreement (including the aggregate amount paid in reasonable settlement of any such actions, suits, investigations, proceedings or claims that may be made against the Purchaser Indemnified Parties, provided that the Vendor has agreed in writing to such settlement).

4.2 The Vendor agrees that in case any legal proceeding shall be brought against the Vendor or the Purchaser Indemnified Parties in respect of the transaction of purchase and sale contemplated by this Agreement by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or shall investigate the Vendor and/or the Purchaser, and/or any of the Purchaser Indemnified Parties shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the transaction of purchase and sale contemplated by this Agreement, the Purchaser Indemnified Parties shall have the right to employ one firm of their own counsel in connection therewith provided the Purchaser Indemnified Parties act reasonably in selecting such counsel, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Purchaser Indemnified Parties for time spent by the Purchaser Indemnified Parties in connection therewith) and out-of-pocket expenses incurred by their Purchaser Indemnified Parties in connection therewith shall be paid by the Vendor as they occur upon delivery to the Vendor of documentation of such amounts in form acceptable to the Vendor, acting reasonably.

4.3 Promptly after receipt of notice of the commencement of any legal proceeding against the Purchaser Indemnified Parties or after receipt of notice of the commencement or any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Vendor, the Purchaser will notify the Vendor in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Vendor, will keep the Vendor advised of the progress thereof and will discuss with the Vendor all significant actions proposed. However, the failure by the Purchaser to notify the Vendor will not relieve the Vendor of its obligations to indemnify the Purchaser Indemnified Parties except to the extent that such failure prejudices the defense of any matter in respect of which indemnification is sought or results in any material increase in the liability that the Vendor has under this indemnity. The Vendor shall on behalf of itself and the Purchaser Indemnified Parties, as applicable, be entitled to (but not required) to assume the defence of any suit brought to enforce such legal proceeding; provided, however, that the defence shall be conducted through legal counsel acceptable to the Purchaser, acting reasonably. No settlement of any such legal proceeding may be made by the Vendor without the prior written consent of the Purchaser, such consent

not to be unreasonably withheld, or the settlement includes an unconditional release of the Purchaser Indemnified Parties that are subject to such legal proceeding from any liabilities arising from such legal proceeding without any admission of negligence, misconduct, liability or responsibility by such Purchaser Indemnified Parties. The Purchaser Indemnified Parties shall have the right to appoint one firm of its or their own separate counsel at the Vendor’s cost provided that Purchaser has been advised by outside counsel that there is an actual or potential conflict in the Vendor’s and the Purchaser Indemnified Parties’ respective interests or that additional defenses are available to the Purchaser Indemnified Parties that make representation by the same counsel inappropriate and further provided that the Purchaser Indemnified Parties act reasonably in selecting such one firm of counsel.

4.4 To the fullest extent permitted by law, the Purchaser shall indemnify and hold the Vendor, its affiliates and the respective directors, officers, employees and agents thereof (collectively, the “Vendor Indemnified Parties”) harmless from and against any and all expenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, or liabilities, whether joint or several, and the reasonable fees and expenses of one firm of their counsel, that may be incurred in advising with respect to and/or defending any actual or threatened claims, actions, suits, investigations or proceedings to which the Vendor Indemnified Parties may become subject or otherwise involved in any capacity under any statute or common law, or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, hereunder, or otherwise upon any misrepresentation or breach of a warranty or the failure by the Purchaser to observe or perform any covenant or obligation contained in this Agreement (including the aggregate amount paid in reasonable settlement of any such actions, suits, investigations, proceedings or claims that may be made against the Vendor Indemnified Parties, provided that the Purchaser has agreed in writing to such settlement).

4.5 The Purchaser agrees that in case any legal proceeding shall be brought against the Purchaser or the Vendor Indemnified Parties in respect of the transaction of purchase and sale contemplated by this Agreement by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or shall investigate the Vendor and/or the Purchaser, and/or any of the Vendor Indemnified Parties shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the transaction of purchase and sale contemplated by this Agreement, the Vendor Indemnified Parties shall have the right to employ one firm of their own counsel in connection therewith provided the Vendor Indemnified Parties act reasonably in selecting such counsel, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Vendor Indemnified Parties for time spent by the Vendor Indemnified Parties in connection therewith) and out-of-pocket expenses incurred by their Vendor Indemnified Parties in connection therewith shall be paid by the Purchaser as they occur upon delivery to the Purchaser of documentation of such amounts in form acceptable to the Purchaser, acting reasonably.

4.6 Promptly after receipt of notice of the commencement of any legal proceeding against the Vendor Indemnified Parties or after receipt of notice of the commencement or any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Purchaser, the Vendor will notify the Purchaser in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Purchaser, will keep the Purchaser advised of the progress thereof and will discuss with the Purchaser all significant actions proposed. However, the failure by the Vendor to notify the Purchaser will not relieve the Purchaser of its obligations to indemnify the Vendor Indemnified Parties except to the extent that such failure prejudices the defense of any matter in respect of which indemnification is sought or results in any material increase in the liability that the Purchaser has under this indemnity. The Purchaser shall on behalf of itself and the Vendor Indemnified Parties, as applicable, be entitled to (but not required) to assume the defence of any

suit brought to enforce such legal proceeding; provided, however, that the defence shall be conducted through legal counsel acceptable to the Vendor, acting reasonably. No settlement of any such legal proceeding may be made by the Purchaser without the prior written consent of the Vendor, such consent not to be unreasonably withheld, or the settlement includes an unconditional release of the Vendor Indemnified Parties that are subject to such legal proceeding from any liabilities arising from such legal proceeding without any admission of negligence, misconduct, liability or responsibility by such Vendor Indemnified Parties. The Vendor Indemnified Parties shall have the right to appoint one firm of its or their own separate counsel at the Purchaser’s cost provided that Vendor has been advised by outside counsel that there is an actual or potential conflict in the Purchaser’s and the Vendor Indemnified Parties’ respective interests or that additional defenses are available to the Vendor Indemnified Parties that make representation by the same counsel inappropriate and further provided that the Vendor Indemnified Parties act reasonably in selecting such one firm of counsel.

4.7 The indemnity obligations of the Vendor and the Purchaser shall be in addition to any liability which the Vendor or the Purchaser, as applicable, may otherwise have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Vendor and the Purchaser, respectively and any of the Purchaser Indemnified Parties and Vendor Indemnified Parties.

5. GENERAL

5.1 Further Assurances. Before and after the closing of the above-mentioned transactions, the Vendor and the Purchaser will promptly execute and deliver all further documents and take all further action reasonably necessary or appropriate to give effect to the provisions and intent of this Agreement and to complete the transactions contemplated by this Agreement.

5.2 Counterparts. This Agreement and all documents contemplated by or delivered under or in connection with this Agreement may be executed and delivered in any number of counterparts with the same effect as if all parties had signed and delivered the same document and all counterparts will be construed together to be an original and will constitute one and the same Agreement.

5.3 Delivery by Fax. Any party may deliver an executed copy of this Agreement by fax but that party will immediately dispatch by delivery in person to the other parties an originally executed copy of this Agreement.

5.4 Amendments. No amendment, supplement, restatement or termination of any provision of this Agreement is binding unless it is in writing and signed by each party to this Agreement at the time of the amendment, supplement, restatement or termination.

5.5 Legal Advice. Each party to this Agreement hereby represents, warrants, acknowledges and agrees that it had the opportunity to seek and was not prevented nor discouraged by any other party from seeking independent legal advice prior to the execution and delivery of this Agreement and that, in the event such party did not avail itself of that opportunity prior to signing this Agreement, such party did so voluntarily without any undue pressure and agrees that its failure to obtain independent legal advice shall not be used by such party as a defence to the enforcement of its obligations under this Agreement.

5.6 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the terms and conditions and the subject matter hereof, and cancels and supersedes any prior understanding or agreement between the parties. There are no representations, warranties, forms, conditions, undertakings or collateral agreements expressed, implied or statutory, between the parties other than as expressly set forth in this Agreement.

5.7 Expenses. All costs and expenses (including without limitation, the fees and disbursements of legal counsel, any accounting and other professional fees) incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the parties incurring such costs and expenses.

5.8 Non-Merger. All representation, warranties, covenants and agreements herein contained or contained in any documents delivered pursuant to this Agreement and in connection with the transaction of purchase and sale contemplated herein shall not merge and shall survive the purchase and sale of the Shares and the termination of this Agreement and shall continue in full force and effect for the benefit of the Purchaser and/or the Vendor, as the case may be, in accordance with applicable law, regardless of the closing of the transaction of purchase and sale and any subsequent disposition of the Shares.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.


HUDBAY MINERALS INC.

By:		/s/ Peter R. Jones
		Authorized Signing Officer

GMP SECURITIES L.P.

By:		/s/ Mark Wellings
		Authorized Signing Officer

Schedule “A”

Form of Consent


TO:		GMP Securities L.P.

AND TO:		HudBay Minerals Inc. (“HudBay”)

Reference is made to the subscription agreement (the “Subscription Agreement”) dated November 21, 2008 pursuant to which HudBay subscribed for, on a private placement basis, 96,997,492 common shares in the capital of Lundin Mining Corporation (“Lundin”).

In accordance with the terms of the Subscription Agreement, the undersigned hereby consents to and provides its prior written approval of the proposed sale by HudBay of an aggregate of 96,997,492 common shares of Lundin.

DATED this day May, 2009.


LUNDIN MINING CORPORATION

Per:
		Authorized Signing Officer

Schedule “B”

Form of Transfer Power of Attorney

TRANSFER AND POWER OF ATTORNEY

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to shares in the capital of Lundin Mining Corporation represented by share certificate no. and irrevocably constitutes and appoints attorney to transfer such shares on the securities register of Lundin Mining Corporation, with full power of substitution.

DATED at Toronto, Ontario this day of May, 2009.


HUDBAY MINERALS INC.

Per:
		Authorized Signing Officer

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