Arizona Sonoran Files Management Information Circular for Special Meeting of Securityholders, Announces Receipt of Interim Order and Competition Act Approval and Announces Support from Major Shareholders

Arizona Sonoran Copper filed its Management Information Circular and proxy materials for a special shareholders’ meeting to approve a definitive arrangement agreement under which Hudbay Minerals will acquire all outstanding ASCU common shares. The deal offers ASCU shareholders 0.242 Hudbay share per ASCU share, valued at $9.35 per share – a 30‑36% premium to the pre‑announcement price. An interim court order authorizes the meeting; competition clearance has been obtained and the TSX conditionally approved the arrangement and delisting of ASCU shares. Major shareholders (L1 Capital 13.39%, Nuton 5.10%, GMT 0.47%) have signed support agreements, together with Hudbay’s 9.99% stake, representing roughly 30% of voting‑eligible shares.

• Deal size & premium: The implied equity value of ~US$1.48 bn (≈C$9.35/share) is a sizable uplift for a market‑cap‑small miner and represents the largest transaction in ASCU’s history.
• Shareholder upside: Existing shareholders receive a 30‑36% premium, materially improving their return versus recent trading levels (~$7.33).
• Capital structure: Post‑transaction ASCU will become a wholly‑owned subsidiary of Hudbay; existing cash balances and financing arrangements (e.g., $105 M cash on hand) become part of Hudbay’s balance sheet, removing the need for further equity raises by ASCU.
• Strategic fit: The acquisition creates one of North America’s largest copper districts (Copper World + Cactus), positioning Hudbay to double annual copper output (>250 kt/yr). For ASCU shareholders, the deal provides exposure to that upside via a 11% stake in Hudbay.
• Regulatory certainty: Interim court order, competition clearance and TSX conditional approval reduce execution risk; only shareholder votes remain.

Overall, the news confirms expectations set by the March 2 announcement but adds concrete regulatory approvals and quantified shareholder support, moving the transaction from “announced” to “ready for shareholder vote.” This is a material positive event.

Arizona Sonoran Copper (ASCU) is a 100 % owned copper developer focused on the Cactus Project in Pinal County, Arizona. The brownfield open‑pit operation includes the original Cactus pit plus the newly defined Parks/Salyer starter pit. Recent updates show: - Measured & Indicated resources of ~11 bn lb Cu (0.48 % Cu) and inferred resources of 1.7 bn lb Cu.
- A Pre‑Feasibility Study (PFS) delivering an after‑tax NPV₈ of US$2.3 bn, IRR 22.8 %, and projected average annual production of ~103 kt copper cathode over a 22‑year life.
- Ongoing Feasibility Study work targeting a Final Investment Decision (FID) by Q4 2026.