UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 13)¹

Hudbay Minerals Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

443628102

(CUSIP Number)

KANWALJIT TOOR

199 Bay Street, Suite 5050

Toronto, Ontario M5L 1E2

+1 416 504 3508

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 16, 2020

(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-1(e), 240.13d-1(f) or 240.13d-1(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. 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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 (however, see the Notes).

The following constitutes Amendment No. 13 to the Schedule 13D filed by the undersigned (“Amendment No. 13”). This Amendment No. 13 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

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 A, which is incorporated by reference herein. The aggregate purchase price of the 20,177,001 Shares beneficially owned by Waterton Mining LP is approximately C$118,309,692, excluding brokerage commissions. The aggregate purchase price of the 20,177,001 Shares beneficially owned by Waterton Fund II is approximately C$118,309,742, excluding brokerage commissions.

Item 4 is hereby amended to add the following:

As previously disclosed in Amendment No. 10 to the Schedule 13D, on May 3, 2019, WGRM Inc. entered into a settlement agreement with the Issuer (the “Settlement Agreement”), a copy of which was filed as Exhibit 99.1 to Amendment No. 10 to the Schedule 13D. On March 16, 2020, WGRM Inc. and the Issuer entered into an amendment (the “Amendment”) to the Settlement Agreement. Pursuant to the Amendment, WGRM Inc. and the Issuer agreed to, among other things, increase the number of Shares that may be acquired by the Reporting Persons from 15.0% to up to 19.99% of the Shares outstanding during the standstill period. WGRM Inc. and the Issuer also agreed to amend certain standstill provisions and to extend the standstill period for six months if the Reporting Persons acquire beneficial ownership in excess of 16% of the Shares outstanding prior to the original termination date, with an automatic extension of a further six months if the Reporting Persons’ beneficial ownership interest exceeds 17.5% of the Shares outstanding prior to the expiry of such initial six-month extension period.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Items 5(a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 261,272,151 Shares outstanding, as of February 19, 2020, 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 February 24, 2020.

Percentage: Approximately 7.7%

Percentage: Approximately 7.7%

Percentage: Approximately 7.7%

Percentage: Approximately 7.7%

Percentage: Approximately 7.7%

Percentage: Approximately 15.4%

Percentage: Approximately 15.4%

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he, she or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he, she or it does not directly own.

Item 6 is hereby amended to add the following:

On March 16, 2020, WGRM Inc. entered into the Amendment as further described in Item 4. A copy of the Amendment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibit:

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: March 18, 2020

SCHEDULE A

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 US$1.27 to US$2.87. 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.

Exhibit 99.1

Execution Version

AMENDING AGREEMENT

This amending agreement (the “Agreement”) is made as of March 16, 2020 between HUDBAY MINERALS INC., a corporation governed by the federal laws of Canada (the “Company”) and WATERTON GLOBAL RESOURCE MANAGEMENT, INC., a corporation governed by the laws of the Province of Ontario (“WGRM”).

R E C I T A L S

WHEREAS, the Company and WGRM executed a settlement agreement dated May 3, 2019 (the “Settlement Agreement”) whereby the parties agreed, among other things, to the nomination of the Investor Nominees at the 2019 Meeting and 2020 Meeting and certain standstill covenants of Waterton;

AND WHEREAS, Waterton beneficially owns, or exercises control or direction over, an aggregate of 39,186,013 Common Shares (as defined herein), representing approximately 14.998% of the Common Shares issued and outstanding as of the date hereof;

AND WHEREAS, Peter Kukielski has been appointed President and Chief Executive Officer of the Company;

AND WHEREAS, the Company and Waterton wish to (i) acknowledge such appointment, and (ii) amend certain of the standstill provisions and enter into this Agreement in order to reflect their mutual agreement with respect to such amendments;

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

[Remainder of page left intentionally blank]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

SCHEDULE “A”

Press Release

Hudbay and Waterton Announce Amendment to Settlement Agreement

Toronto, Ontario, March [xx], 2020 – Hudbay Minerals Inc. (“Hudbay” or the “Company”) (TSX, NYSE: HBM) and Waterton Global Resource Management, Inc. (“Waterton”), today announced they have agreed to amend certain of the standstill provisions of the settlement agreement dated May 3, 2019 that resulted in the nomination of new directors independent of Waterton and, at the time, the Company. The parties have agreed to increase the number of Company shares that may be acquired by Waterton from 15.0% to up to 19.99% during the standstill period. The parties also have agreed to amend certain provisions of the standstill and to extend the standstill period for six months if Waterton acquires beneficial ownership in excess of 16% of the Company’s shares prior to the original termination date, with an automatic extension of a further six months if Waterton’s beneficial ownership interest exceeds 17.5% of the Company’s shares prior to the expiry of such initial six-month extension period.

“We are pleased to have amended these terms of our agreement with Waterton, which further demonstrates their support for Hudbay as a leading independent shareholder,” said Stephen Lang, Hudbay’s Chair of the Board of Directors.

A copy of the amending agreement will be available under Hudbay’s profile on SEDAR.

About Hudbay

Hudbay (TSX, NYSE: HBM) is a diversified mining company primarily producing copper concentrate (containing copper, gold and silver) and zinc metal. Directly and through its subsidiaries, Hudbay owns three polymetallic mines, four ore concentrators and a zinc production facility in northern Manitoba and Saskatchewan (Canada) and Cusco (Peru), and copper projects in Arizona and Nevada (United States). The company’s growth strategy is focused on the exploration, development, operation and optimization of properties it already controls, as well as other mineral assets it may acquire that fit its strategic criteria. Hudbay’s vision is to be a responsible, top-tier operator of long-life, low-cost mines in the Americas. Hudbay’s mission is to create sustainable value through the acquisition, development and operation of high-quality, long-life deposits with exploration potential in jurisdictions that support responsible mining, and to see the regions and communities in which the company operates benefit from its presence. The company is governed by the Canada Business Corporations Act and its shares are listed under the symbol “HBM” on the Toronto Stock Exchange, New York Stock Exchange and Bolsa de Valores de Lima. Further information about Hudbay can be found on www.hudbay.com.

For investor and media inquiries, please contact:

Candace Brûlé

Director, Investor Relations

(416) 814-4387

candace.brule@hudbay.com

Additional Required Early Warning Report Information

Immediately prior to agreeing to amend the settlement agreement and immediately after agreeing to amend the settlement agreement, Waterton, together with Waterton Mining Parallel Fund Offshore Master, LP (“Waterton Mining LP”) and Waterton Precious Metals Fund II Cayman, LP (“Waterton Fund II”), owned and exercised control and direction over, in the aggregate, 39,186,013 common shares of Hudbay, representing approximately 14.998% of the outstanding common shares of Hudbay.

The common shares of Hudbay were acquired for investment purposes and for other reasons detailed in Item 5 of the early warning report to be filed under applicable Canadian securities laws. Waterton, together with Waterton Mining LP and Waterton Fund LP, may, depending on market and other conditions, acquire additional common shares of Hudbay through market transactions, private agreements, treasury issuances, exercise of warrants, or otherwise, or may sell all or some portion of common shares of Hudbay, or may continue to hold common shares of Hudbay.  

For further information and to obtain a copy of the early warning report, please see Hudbay’s profile on the SEDAR website www.sedar.com or contact Richard Wells, Chief Financial Officer of Waterton at 416-504-3507. The head office address of Waterton is Commerce Court West, 199 Bay Street, Suite 5050, Toronto, Ontario, M5L 1E2, Canada. The head office address of each of Waterton Mining LP and Waterton Fund II is Ugland House, Grand Cayman, Cayman Islands, KY1-1104. The head office address of Hudbay is 25 York Street, Suite 800, Toronto, Ontario, Canada M5J 2V5.