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Exhibit 99.13
| Issued to: | BNY Trust Company of Canada
4 King Street West, Suite 1101
Toronto, ON M5N 1K9 | | |
By: |
Hudson Bay Mining and Smelting Co., Limited
2200-201 Portage Avenue
Winnipeg, MB R3B 3L3 |
FIXED CHARGE |
|
|
|
$300,000,000,00 USD
DEMAND DEBENTURE
(IMMATERIAL PROPERTIES-MANITOBA) |
HUDSON BAY MINING AND SMELTING CO., LIMITED
together with its successors and permitted assigns (hereinafter called "the Issuer") for value received hereby promises to pay to or to the order of BNY TRUST COMPANY OF CANADA, who and whose successors and assigns are herein and in the attached conditions hereto called the "Holder", on demand, the sum of Three Hundred Million Dollars ($300,000,000.00) in lawful money of the United States of America, at the office of the Holder specified above, or at such other place or places as the Holder may from time to time designate and will pay on demand at said location to the Holder interest thereon or on so much thereof as is from time to time outstanding at the rate of 30% per annum calculated semi-annually in arrears and payable, both before and after demand and judgment.
As continuing security for payment of all monies from time to time owing hereunder (including without limitation, interest and all expenses incurred by the Holder in recovering or enforcing payment of monies owing hereunder or realizing upon this Debenture), the Issuer hereby mortgages and charges to and in favour of the Holder, its successors and assigns, as and by way of a fixed and specific mortgage and charge (collectively, the "Charge"), all real and immovable property (including leasehold interests and any other interest or right in real or immovable property) now or hereafter owned or acquired by the Issuer and situate in the Provinces of Manitoba or Saskatchewan, together with any claims, permits, licenses, privileges, benefits, easements, rights of way, mineral and surface rights, minerals and mineral claims, and all other rights, estate, title or interests of any kind or nature whatsoever pertaining thereto, and including without limiting the generality of the foregoing, all of its interest and estate in fee simple in the lands described in Part 1 of Schedule A hereto, all of its interest and estate in the claims described in Part 2 of Schedule A hereto and all of its interest and estate in the leases and permits described in Part 3 of Schedule A hereto (the property subject to the Charge, being collectively, the "Collateral").
THIS DEBENTURE is issued subject to and with the benefit of the Conditions and Schedule attached hereto, all of which are to be deemed part of this Debenture. The Issuer intends that the security interests created by this Debenture will attach property in which it has rights on its execution of this Debenture and will attach property which it acquires thereafter as soon as the Issuer acquires rights therein.
IN WITNESS WHEREOF the Issuer has caused its corporate seal to be affixed hereto, duly attested by the hands of its proper officers in that regard, and this Debenture is dated the 17th day of December, 2004.
| | | HUDSON BAY MINING AND
SMELTING CO., LIMITED |
|
|
Per: |
/s/ Brian Gordon
Name: Brian Gordon
Title: Vice-President and General Counsel |
THE CONDITIONS HEREINBEFORE REFERRED TO
1. The Charge shall not extend to or apply to, and the Collateral shall not include, (i) the last day of the term of any lease or agreement therefor but if the Charge should become enforceable the Issuer shall stand possessed of such last day in trust to assign the same to any person acquiring such term; (ii) any Collateral that is excluded from the Charge by the Holder in writing and (iii) any Excluded Assets (as that term is defined in the Indenture to be entered into between HudBay Mining and Smelting Inc. and The Bank of New York, as the same may be amended, supplemented or otherwise varied from time to time (the "Indenture").
2. The principal monies and interest hereby secured and other monies from time to time owing hereunder will be paid without regard to any equities between the Issuer and the original or any intermediate holder hereof or any right of set-off or cross-claim.
3. The Holder may waive any breach by the Issuer of any of the provisions contained in this Debenture or any default by the Issuer in the observance or performance of any covenant or conditions required to be observed or performed by the Issuer under the terms of this Debenture, provided always that no such waiver of the Holder shall extend to or be taken in any manner whatsoever to affect any subsequent breach or default or the rights resulting therefrom.
4. In the event that the Issuer fails to pay any amount payable hereunder when due or the notes issued under the Indenture have become due and payable, the Charge shall become and be enforceable immediately without the necessity of any further act or formality and the Holder without limiting or restricting any other rights, powers, privileges and remedies which the Holder may at any time have under this Debenture, contract, at law, in equity or howsoever otherwise, shall have the following described rights, powers, privileges and remedies, namely:
- (a)
- to enter upon and to possess all of or any portion or portions of the Collateral with the power to exclude the Issuer and its officers, employees and agents therefrom;
- (b)
- to collect the rents, revenues, profits and incomes of and from the Collateral and any portion or portions thereof;
- (c)
- to seize and distrain upon any of the Collateral which is real and immoveable property or any portion or portions thereof and by distress wmant to recover by way of rent reserved as in the case of a demise of real property the indebtedness hereby secured or any portion or portions thereof together with all of the Holder's costs, charges and expenses attendant upon the levying of such distress as in like manner of distress for rent, provided however that nothing in this subparagraph or anything done pursuant thereto by or on behalf of the Holder shall result in the Holder being or being deemed to be a mortgagee in possession or liable for the performance of any of the obligations of a landlord;
- (d)
- to preserve, to maintain, to operate and to carry on the Collateral or any portion or portions thereof;
- (e)
- to make such replacements of or for and such additions to the Collateral and any portion or portions thereof as the Holder shall deem advisable;
- (f)
- to sell, to lease or to otherwise dispose of from time to time the Collateral and any portion or portions thereof whether by public auction or by private sale or otherwise and either for cash or on credit or partly for cash and partly for credit and on such terms and conditions as the Holder may determine, provided however that it shall not be incumbent on the Holder to sell, lease or otherwise dispose of the Collateral or any portion or portions thereof but the Holder may peaceably use and possess the Collateral or any portion or portions thereof without hindrance or interruption by the Issuer or by any other person or persons whomsoever, and provided further however that wherever any sale or other disposition is made in whole or in part upon credit, the Holder shall not be taken or deemed to have received payment or satisfaction with respect to that portion of any such sale or disposition so made upon credit until the Holder has received actual payment in full;
- (g)
- to convey, to transfer, to lease and to assign to and to vest in the purchaser or purchasers, or as the case may be the lessee or lessees, the title to or ownership of or as the case may be a leasehold interest in the Collateral and any portion or portions thereof; and
2
- (h)
- to commence and pursue such legal action, suit, remedy or proceeding against the Issuer, the Collateral or any portion or portions thereof as may be authorized or permitted hereunder or at law or in equity including proceedings in any court of competent jurisdiction for the appointment of a receiver or for sale of the Collateral or any portion or portions thereof, and to file such proofs of claim and other documents as may be necessary or advisable in order to have its claim lodged in any bankruptcy, winding-up or other judicial proceedings relative to the Issuer;
and the Holder may exercise the foregoing rights, powers, privileges and remedies (and any other rights, powers, privileges and remedies to which the Holder is entitled) or any of them at such time or times following the occurrence of any one or more events of default in such manner as the Holder in its sole discretion deems expedient.
Provided always that the Holder shall not be bound (whether before or after default hereunder) to collect, dispose of, realize or enforce the Charge against the Collateral or any portion or portions thereof and except for gross negligence, willful misconduct and criminal acts or omissions, the Holder shall not be liable or responsible for any loss or damage which may accrue or be sustained in consequence of the Holder's negligence or the negligence of any officer, servant, agent, solicitor, counsel or other attorney or receiver employed by or appointed by the Holder in the collection, disposition, realization or enforcement of the security hereby constituted, and the Holder shall not be liable or accountable for any failure to exercise any of its rights, powers, privileges and remedies aforesaid or any of them at any time and from time to time.
Provided further however that notwithstanding the realization of the security hereby constituted, the Issuer shall nevertheless remain fully liable to the Holder for any deficiency or deficiencies owing to the Holder with respect to the indebtedness hereby secured.
5. If the Charge shall become enforceable, the Holder may, by instrument in writing, appoint any person or persons, whether an officer or officers or employee or employees of the Holder or not, to be a receiver or receiver-manager of all or any part of the Collateral and may remove any receiver or receiver-manager so appointed and appoint another or others in his or their stead. Any such receiver or receiver-manager so appointed to the extent permitted by law, shall have power:
- (a)
- to take possession of, collect and get in the Collateral and for that purpose to take any proceedings in the name of the Issuer or otherwise;
- (b)
- to carry on or concur in carrying on the business of the Issuer and for that purpose to raise money on the Collateral in priority to this Debenture or otherwise;
- (c)
- to sell or concur in selling any of the Collateral and carry any such sale into effect by conveying in the name or on behalf of the Issuer or otherwise;
- (d)
- to make any arrangement or compromise which he or it shall think expedient in the interest of the Holder.
Any receiver or receiver-manager so appointed shall be deemed to be the agent of the Issuer and the Issuer shall be solely responsible for his or its or their acts or defaults and for his or its or their remuneration and expenses, and except for gross negligence, willful misconduct and criminal acts and omissions, the Holder shall not be in any way responsible for any misconduct or negligence on the part of any such receiver or receiver-manager.
All monies received by such receiver or receiver-manager from any realization of all or any part of the Collateral after providing for payment of charges ranking prior to this Debenture and for all costs, charges and expenses of or incidental to the exercise of any of the powers of such receiver or receiver-manager shall be applied in or towards satisfaction of this Debenture. The rights and powers conferred by this section are in supplement of and not in substitution for any rights the Holder may from time to time have.
6. The Issuer agrees to pay to the Holder forthwith upon demand all expenses incurred by the Holder in recovering or enforcing payment of monies owing hereunder or realizing upon this Debenture or any other securities for such monies, including expenses of taking possession, protecting and realizing upon any Collateral together with interest at the rate provided for in this Debenture from the date of payment of such expenditures.
3
7. The principal, interest and other monies payable hereunder shall be paid in lawful money of the United States of America.
8. The Holder may in its discretion:
- (a)
- release any Collateral from the Charge;
- (b)
- agree to any modification, compromise, release or waiver of the rights of the Holder against the Issuer or against any Collateral, whether such rights shall arise under the Debenture or otherwise;
- (c)
- agree to accept any other properties or securities instead of the Debenture;
and the exercise of such discretion shall not diminish the obligation of the Issuer to perform any of the covenants contained in this Debenture.
9. This Debenture and all amendments and supplements thereto are and shall at all times be and be deemed to be in addition to and not in substitution for any other security or securities ("Other Securities") now or hereafter held or acquired by the Holder in connection with or to secure the obligations hereby secured or any part or parts thereof and:
- (a)
- to the maximum extent permitted by applicable law, the taking, realization, foreclosure, alteration or cancellation of or any other dealing or dealings with or actions taken or omissions made under the Debenture shall not release or affect or create any merger or alter or prejudice or derogate from the Other Securities or any of them and the obligations hereby secured;
- (b)
- to the maximum extent permitted by applicable law, the taking, realization, foreclosure, alteration or cancellation of or any other dealing or dealings with or actions taken or omissions made under any of the Other Securities shall not release or affect or create any merger or alter or prejudice or derogate from this Debenture and the obligations hereby secured.
10. This Debenture is issued to the Holder as security to secure the indebtedness, obligations and liabilities of the Issuer existing from time to time as described in the debenture delivery agreement dated the date hereof, executed by the Issuer in favour of the Holder, as such agreement may be amended, supplemented, restated or replaced from time to time.
11. The Issuer hereby covenants and agrees that it will at all times do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all and singular all such further acts, deeds, mortgages, hypothecs, transfers, assignments and assurances in law as the Holder may require for the better assuring, mortgaging, hypothecating, charging, transferring, assigning and confirming unto the Holder the property and assets hereby mortgaged and charged or intended so to be or which the Issuer may hereafter become bound to mortgage, hypothecate, transfer, assign and charge in favour of the Holder and for the better accomplishing and effectuating of this Debenture.
12. This Debenture and all its provisions shall be governed by and construed in accordance with the laws of Manitoba, shall enure to the benefit of the Holder, and its respective successors and assigns, and shall be binding upon the Issuer, its successors and assigns.
These conditions are part of the Debenture executed by the Issuer dated the 17th day of December, 2004.
| | | HUDSON BAY MINING AND
SMELTING CO., LIMITED |
|
|
Per: |
/s/ Brian Gordon
Name: Brian Gordon
Title: Vice-President and General Counsel |
4
Part 1 of SCHEDULE "A" to $300,000,000 USD Fixed Charge Demand Debenture from Hudson Bay Mining and Smelting Co., Limited to BNY Trust Company of Canada dated December 17, 2004
Parcel 1. Title No. 1701618
The off-take ditches plan 4933 PLTO (N Div)
In 67-17 & 18 WPM and 68-18 WPM
EXC all mines, minerals and other reservations as
Contained in the Crown Lands Act
Subject To: NIL
Parcel 2. Title No. 1701794
RLY Right-of-Way and extra Right-of-Way
Plan 772 PLTO (N DIV)
In 66-20 and 21 WPM
EXC all mines, minerals and other provisoes,
including reservations regarding future road allowances,
as set forth in a grant from the Crown filed
as Real Property Application 19868 PLTO (N DIV)
Subject To: NIL
Parcel 3. Title No. 1701814
RLY Right-of-Way and extra Right-of-Way
Plan 774 PLTO (N DIV)
IN 66-21, 22, 23 and 24 WPM
EXC all mines, minerals and other provisoes,
including reservations regarding future road allowances,
as set forth in a grant from the Crown filed
as Real Property Application 19869 (N DIV)
Subject To: NIL
Parcel 4. Title No. 1701 838
RLY Extra Right-of-way, WYE,
Station Grounds and Yard Plan 773 PLTO (N DIV)
IN 66-19 & 20 WPM and 67-18 & 19 WPM
EXC all mines, minerals and other provisoes,
including reservations regarding future road allowances,
as set forth in a grant from the Crown filed
as Real Property Application 19870 PLTO (N DIV)
Subject To: NIL
Parcel 5. Title No. 1701897
Off-Take ditches,
Plan 4899 PLTO (N DIV)
IN 66-21 WPM
EXC all mines, minerals and other
reservations as contained in the
Crown Lands Act
Subject To: NIL
5
Parcel 6. Title No. 1701906
Off-Take ditches,
Plan 4901 PLTO (N DIV)
IN 66-22 WPM
EXC all mines, minerals and other
reservations as contained in the
Crown Lands Act
Subject To: NIL
Parcel 7. Title No. 1701920
Off-Take ditches,
Plan 4898 PLTO (N DIV)
IN 66-20 WPM
EXC all mines, minerals and other
reservations as contained in the
Crown Lands Act
Subject To: NIL
Parcel 8. Title No. 1701923
Off-Take ditches,
Plan 4900 PLTO (N DIV)
IN 66-and 67-19 WPM and 67-18 WPM
EXC all mines, minerals and other
reservations as contained in the
Crown Lands Act
Subject To: NIL
Parcel 9. Title No. 1701932
RLY Right-of-Way
Plan 794 PLTO (N DIV)
IN 67-17 & 18 WPM and 68-17 & 18 WPM
EXC all mines, minerals and other provisoes,
including reservations regarding future road allowances,
as set forth in a grant from the Crown filed
as Real Property Application 20231 PLTO (N DIV)
Subject To: NIL
Parcel 10. Title No. 1701951
RLY Station Grounds Plan 794 PLTO (N DIV)
IN 67-17 & 18 WPM and 68-17 & 18 WPM
EXC all mines, minerals and other
reservations as contained in the
Crown Lands Act
Subject To: NIL
6
Parcel 11. Title No. 1775562
At Snow Lake and being
Lot 6 Block 1 Plan 6575 PLTO (N DIV)
IN 68-17 WPM
EXC all mines, minerals and other
reservations as contained in the
Crown Lands Act,
EXC Subsection 1(A) of Section 4 of said Act
| Subject To: | | Miscellaneous No. 192517OSN
Re: The supply of light, power and other matters |
|
|
Caveat No. 80-50315N
From/By: Hudson Bay Mining & Smelting Go. Limited |
Parcel 12. Title No. 1823051
At Flin Flon and being
Lot 2 Plan 6737 PLTO (N DIV)
IN NW 1/4 5-67-29 WPM
EXC all mines and minerals
| Subject To: | | Caveat No. 80-50593N
From/By: The Manitoba Hydro-Electric Board/Man. Telephone System |
Parcel 13. Title No. 1823054
RLY Right of Way and extra Right of Way
Plan 762 PLTO (N DIV)
IN 66-24, 25 and 26 WPM and 67-25 WPM
EXC all mines, minerals and other provisoes,
including reservations regarding future road allowances,
as set forth in a grant from the Crown filed
as Real Property Application 19565 PLTO (N DIV)
Subject To: NIL
Parcel 14. Title No. 1823055
At Flin Flon and being
Block G Plan 3087 PLTO (N DIV)
IN 6-67-29 WPM, EXC
1STLY: Road Plan 5213 PLTO (N DIV)
2NDLY: All mines minerals and other reservations
as contained in the Crown Lands Act
| Subject To: | | Caveat No. 81-11127N
From/By: The City of Flin Flon |
7
Parcel 15. Title No. 2036008
At Snow Lake and being
NLY 180 Feet Perp of
Lot 2 Block 6 Plan 646 PLTO (N DIV)
IN 68-17 WPM
Subject to the reservations contained in
the Crown Lands Act
| Subject To: | | Caveat No. 23920N
Description: Easement
From/By: Howe Sound Exploration Co. Ltd. |
|
|
Caveat No. 34136N
Description: Easement
From/By: Hudson Bay Mining & Smelting Co. Limited et al |
|
|
Caveat No. 34665N
Description: Easement and other matters as set forth in the Caveat
From/By: Hudson Bay Mining & Smelting Co. Limited et al |
Parcel 16. Title No. 2048863
At Snow Lake and being
Lot 4 Block 3 Plan 6575 PLTO (N DIV)
IN 68-17 WPM
EXC all mines minerals and other reservations
as contained in the Crown Lands Act
EXC subsection (1)(A) of Section 4 of said Act
| Subject To: | | Request Correction No. 1080092
Description: The purpose of this request is to correct Title 2048863 in order to change the name of the registered owner from "LTD.", in error, to "LIMITED" |
|
|
Miscellaneous No. 192517OSN
Description: Re The supply of light, power and other matters
From/By: Hudson Bay Mining & Smelting Co Limited et al |
Parcel 17. Title No. 1909662
All mines and minerals in
Parcel 1: Fractional NE 1/4 17-17-29 WPM
EXC: That portion which lies NELY of a line drawn
Parallel with and Perp distant 100 feet SWLY from the
Centre line of Railway Plan 40 NLTO
Parcel 2: NW 1/4 17-17-29 WPM
As set forth in transfer 145665 NLTO
| Subject To: | | Caveat No. 39578
From/By: Ernest Robert Hayden |
|
|
Caveat No. 97-6334
From/By: Ernest Robert Hayden and Marie Irma Hayden |
8
Parcel 18. Title No. 2028449
That portion of Plan 5516 (N DIV) in Township 86 and
Ranges 14-17 WPM lying East of Plan 898 PLTO (N DIV), Exc
1STLY: Road Plans 42417 PLTO & 42913 PLTO
2NDLY: All mines, minerals and other reservations
as contained in The Crown Lands Act
| Subject To: | | Caveat No. 43465N
From/By: H.M. The Queen (Manitoba) A/S |
Parcel 19. Title No. 1823057
At Flin Flon and being
Lots 14 and 15 Block 4 Plan 7634 PLTO (N DIV)
in W 1/2 6-67-29 WPM
EXC all mines, minerals and other reservations
as contained in The Crown Lands Act.
| Subject To: | | Caveat No. 1034175
Description: Agreement to build & maintain pipes/sidewalks etc.
From/By: The City of Flin Flon |
|
|
Caveat No. 84-8821N
From/By: Manitoba Hydro-Electric Board/Manitoba Telephone System |
|
|
Caveat No. 93-4221
From/By: The City of Flin Flon |
Parcel 20. Title No. 1904344
At Snow Lake and being
Lot 3 Block 34 Plan 804 PLTO (N DIV)
in 68-17 WPM
EXC all mines and minerals
| Subject To: | | Caveat No. 34665N
Description: Easement and other matters as set forth in the Caveat.
From/By: Hudson Bay Mining & Smelting Co. Limited et al |
Parcel 21. Title No. 2005396
At Snow Lake and being
Parcel A Plan 5168 PLTO (N DIV)
in 68-17 WPM
EXC all mines, minerals and other reservations
as contained in The Crown Lands Act
| Subject To: | | Caveat No. 34665N
Description: Easement and other matters as set forth in the Caveat.
From/By: Hudson Bay Mining & Smelting Co. Limited et al |
9
Parcel 22. Title No. 2005545
At Snow Lake and being
Lot 2 Block 34 Plan 804 PLTO (N DIV)
in 68-17 WPM
EXC all mines and minerals
| Subject To: | | Caveat No. 34665N
Description: Easement and other matters as set forth in the Caveat.
From/By: Hudson Bay Mining & Smelting Co. Limited et al |
Parcel 23. Title No. 2005677
At Flin Flon and being
Lot 9 Block 138 Plan 902 PLTO (N DIV)
in NE 1/4 5 and SE 1/4 8-67-29 WPM
EXC all mines, minerals and other reservations
as contained in The Crown Lands Act
| Subject To: | | Caveat No. 44201N
Description: Easement
From/By: Northern Manitoba Power Company Limited |
|
|
Caveat No. 44230N
Description: Easements, Development Agreement and other matters
From/By: The City of Flin Flon |
Parcel 24. Title No. 1701824
RLY Right-of-way Plan 773 PLTO (N DIV)
In 66-19 & 20 WPM and 67-18 & 19 WPM
EXC all mines, minerals and other provisoes, including
reservations regarding future road allowances, as set forth
in a grant from the Crown filed as Real Property
Application No. 19868 PLTO (N DIV)
Subject To: NIL
10
Parcel 25. Tile No. 2005716
At Flin Flon and being
Lot 16 Block 135 Plan 902 PLTO (N DIV)
in NE 1/4 5 and SE 1/4 8-67-29 WPM
EXC all mines, minerals and other reservations
as contained in The Crown Lands Act
| Subject To: | | Caveat No. 44201N
Description: Easement
From/By: Northern Manitoba Power Company Limited |
|
|
Caveat No. 44230N
Description: Easement, Development Agreement and other matters
From/By: The City of Flin Flon |
| | | HUDSON BAY MINING AND
SMELTING CO., LIMITED |
|
|
Per: |
/s/ Brian Gordon
Name: Brian Gordon
Title: Vice-President and General Counsel |
11
Part 2 of SCHEDULE "A" to $300,000,000 USD Fixed Charge Demand Debenture from Hudson Bay Mining and Smelting Co., Limited to BNY Trust Company of Canada dated December 17, 2004.
Claims
| |
| |
| |
|
|---|
Claim |
|
23139 |
|
EOLA |
|
HBMS |
| Claim | | CB4752 | | | | HBMS |
| Claim | | CB4897 | | BIG | | HBMS |
| Claim | | CB4898 | | BIG | | HBMS |
| Claim | | P3623E | | BIG 1 FR. | | HBMS |
| Claim | | P3624E | | BIG 2 FR. | | HBMS |
| Claim | | P3625E | | BIG 3 FR. | | HBMS |
| Claim | | P3627E | | BIG 5 FR. | | HBMS |
| Claim | | P3628E | | BIG 6 FR. | | HBMS |
| Claim | | CB13367 | | RES 13367 | | HBMS |
| Claim | | CB13368 | | RES 13368 | | HBMS |
| Claim | | CB13370 | | RES 13370 | | HBMS |
| Claim | | CB13371 | | RES 13371 | | HBMS |
| Claim | | P4963E | | RES 4963 | | HBMS |
| Claim | | P4964E | | RES 4964 | | HBMS |
| Claim | | CB13425 | | RAG 13425 | | HBMS |
| Claim | | CB13426 | | RAG 13426 | | HBMS |
| Claim | | CB13435 | | RAG 13435 | | HBMS |
| Claim | | CB13436 | | RAG 13436 | | HBMS |
| Claim | | CB13437 | | RAG 13437 | | HBMS |
| Claim | | CB13441 | | RAG 13441 | | HBMS |
| Claim | | CB13442 | | RAG 13442 FR. | | HBMS |
| Claim | | CB5318 | | RAG | | HBMS |
| Claim | | CB5319 | | RAG | | HBMS |
| Claim | | CB5320 | | RAG | | HBMS |
| Claim | | CB5321 | | RAG | | HBMS |
| Claim | | CB5322 | | RAG | | HBMS |
| Claim | | CB5323 | | RAG | | HBMS |
| Claim | | CB5324 | | RAG | | HBMS |
| Claim | | P5655D | | RAG #1 | | HBMS |
| Claim | | P5656D | | RAG #2 | | HBMS |
| Claim | | P5657D | | RAG #3 | | HBMS |
| Claim | | P5658D | | RAG #4 | | HBMS |
| Claim | | P5659D | | RAG #5 | | HBMS |
| Claim | | P5660D | | RAG #6 | | HBMS |
| Claim | | P5661D | | RAG #7 | | HBMS |
| Claim | | P7843E | | RAG 7843 | | HBMS |
| Claim | | P7844E | | RAG 7844 | | HBMS |
| Claim | | P7845E | | RAG 7845 | | HBMS |
| Claim | | CB11285 | | HANNELE | | HBMS |
| Claim | | CB11287 | | LISE | | HBMS |
| Claim | | CB11288 | | DANIELLE | | HBMS |
| Claim | | CB11289 | | KAREN | | HBMS |
| Claim | | CB11290 | | KAROLYN | | HBMS |
| Claim | | CB11291 | | MIRANDA | | HBMS |
| Claim | | CB11292 | | PATTY | | HBMS |
| Claim | | CB11293 | | LINDA | | HBMS |
| Claim | | CB11294 | | GOLDIE | | HBMS |
| Claim | | CB11295 | | BONNIE | | HBMS |
| | | | | | | |
12
| Claim | | CB8696 | | | | HBMS |
| Claim | | CB8697 | | | | HBMS |
| Claim | | CB8698 | | | | HBMS |
| Claim | | CB8699 | | | | HBMS |
| Claim | | P7214E | | RUT 7214 | | HBMS |
| Claim | | P7244E | | RUT 7244 | | HBMS |
| Claim | | W54056 | | RUT 54056 | | HBMS |
| Claim | | W54063 | | RUT 54063 | | HBMS |
| Claim | | W54499 | | RUT 54499 | | HBMS |
| Claim | | GP1484 | | GENERAL PERMIT 1484 | | HBMS |
| Claim | | GP4041 | | GENERAL PERMIT 4041 | | HBMS |
13
Part 3 of SCHEDULE "A" to $300,000,000 USD Fixed Charge Demand Debenture from Hudson Bay Mining and Smelting Co., Limited to BNY Trust Company of Canada dated December 17, 2004.
OIC Leases
| |
| |
| |
|
|---|
OIC |
|
1119 |
|
MABEL |
|
HBMS |
| OIC | | 1122 | | WREN | | HBMS |
| OIC | | 1130 | | PIT | | HBMS |
| OIC | | 1131 | | SCHIST | | HBMS |
| OIC | | 18 | | MAYBE | | HBMS |
| OIC | | 19 | | RYAN | | HBMS |
| OIC | | 20 | | OLD SAFETY | | HBMS |
| OIC | | 364 | | HEBRON | | HBMS |
| OIC | | 365 | | MANITOBA 10 | | HBMS |
| OIC | | 366 | | MANITOBA 12 | | HBMS |
| OIC | | 367 | | MANITOBA 11 | | HBMS |
| OIC | | 368 | | MANITOBA 13 | | HBMS |
| OIC | | 369 | | MANITOBA 9 | | HBMS |
| OIC | | 589 | | MARGARET | | HBMS |
| OIC | | 593 | | SS | | HBMS |
| OIC | | 600 | | ACME | | HBMS |
| OIC | | 61 | | CALCITE | | HBMS |
| OIC | | 62 | | MAGNESITE | | HBMS |
| OIC | | 63 | | BLENDE | | HBMS |
| OIC | | 64 | | GALENA | | HBMS |
| OIC | | 65 | | CLAUDlUS | | HBMS |
| OIC | | 66 | | PAPOOSE | | HBMS |
| OIC | | 67 | | CEASAR | | HBMS |
| OIC | | 68 | | CUPRITE | | HBMS |
| OIC | | 69 | | PYRITE | | HBMS |
| OIC | | 70 | | ZIRCON | | HBMS |
| OIC | | 71 | | MARCASITE | | HBMS |
| OIC | | 72 | | CASSlUS NO. 2 | | HBMS |
| OIC | | 73 | | JULIUS | | HBMS |
| OIC | | 74 | | CHALCOCITE | | HBMS |
| OIC | | 75 | | MANDY | | HBMS |
| OIC | | 76 | | BRUTUS | | HBMS |
| OIC | | M 1 | | TOM | | HBMS |
| OIC | | M 10 | | B NO. 5 | | HBMS |
| OIC | | M 11 | | B NO. 6 | | HBMS |
| OIC | | M 1138 | | JEFF | | HBMS |
| OIC | | M 12 | | B NO. 7 | | HBMS |
| OIC | | M 13 | | B NO. 8 | | HBMS |
| OIC | | M 1367 | | R FR | | HBMS |
| OIC | | M 1368 | | R 1 | | HBMS |
| OIC | | M 1369 | | R 2 | | HBMS |
| OIC | | M 1370 | | R 3 | | HBMS |
| OIC | | M 1371 | | R 4 | | HBMS |
| OIC | | M 1372 | | R 5 | | HBMS |
| OIC | | M 1373 | | R 6 | | HBMS |
| OIC | | M 1374 | | R 7 | | HBMS |
| OIC | | M 1375 | | R 8 | | HBMS |
| OIC | | M 1376 | | R 9 | | HBMS |
| OIC | | M 1377 | | R 10 | | HBMS |
| | | | | | | |
14
| OIC | | M 1378 | | R 11 | | HBMS |
| OIC | | M 1379 | | R 12 | | HBMS |
| OIC | | M 1380 | | R 13 | | HBMS |
| OIC | | M 1381 | | R 14 | | HBMS |
| OIC | | M 1382 | | R 15 | | HBMS |
| OIC | | M 1383 | | R 16 | | HBMS |
| OIC | | M 1384 | | R 17 | | HBMS |
| OIC | | M 14 | | B NO. 9 | | HBMS |
| OIC | | M 1445 | | R NO. 18 | | HBMS |
| OIC | | M 1446 | | R NO. 19 | | HBMS |
| OIC | | M 1447 | | R NO. 20 | | HBMS |
| OIC | | M 1448 | | R NO. 21 | | HBMS |
| OIC | | M 1449 | | R NO. 22 | | HBMS |
| OIC | | M 1450 | | R NO. 23 | | HBMS |
| OIC | | M 1451 | | R NO. 24 | | HBMS |
| OIC | | M 1452 | | R NO. 25 | | HBMS |
| OIC | | M 1453 | | R NO. 26 | | HBMS |
| OIC | | M 1454 | | B NO. 52 FR | | HBMS |
| OIC | | M 15 | | B NO. 11 FR | | HBMS |
| OIC | | M 1518 | | B NO. 51 FR | | HBMS |
| OIC | | M 16 | | B NO. 16 | | HBMS |
| OIC | | M 17 | | B NO. 17 FR | | HBMS |
| OIC | | M 1733 | | B NO. 54 FR | | HBMS |
| OIC | | M 1743 | | B NO. 53 FR | | HBMS |
| OIC | | M 19 | | B NO. 26 | | HBMS |
| OIC | | M 2 | | EHTEL FR | | HBMS |
| OIC | | M 20 | | B NO. 27 | | HBMS |
| OIC | | M 2093 | | B NO. 55 | | HBMS |
| OIC | | M 2094 | | B NO. 56 | | HBMS |
| OIC | | M 21 | | B NO. 31 FR | | HBMS |
| OIC | | M 22 | | B NO. 44 | | HBMS |
| OIC | | M 23 | | B NO. 21 | | HBMS |
| OIC | | M 2596 | | R NO. 27 | | HBMS |
| OIC | | M 2597 | | R NO. 51 | | HBMS |
| OIC | | M 2598 | | R NO. 55 | | HBMS |
| OIC | | M 2599 | | R NO. 47 | | HBMS |
| OIC | | M 2660 | | R NO. 32 | | HBMS |
| OIC | | M 2601 | | R NO. 31 | | HBMS |
| OIC | | M 2602 | | R NO. 30 | | HBMS |
| OIC | | M 2603 | | R NO. 29 | | HBMS |
| OIC | | M 2604 | | R NO. 28 | | HBMS |
| OIC | | M 2900 | | R. NO. 33 | | HBMS |
| OIC | | M 2901 | | R. NO. 34 | | HBMS |
| OIC | | M 2902 | | R. NO. 35 | | HBMS |
| OIC | | M 2903 | | R. NO. 36 | | HBMS |
| OIC | | M 2904 | | R. NO. 37 | | HBMS |
| OIC | | M 2905 | | R. NO. 38 | | HBMS |
| OIC | | M 2906 | | R. NO. 39 | | HBMS |
| OIC | | M 2907 | | R. NO. 42 | | HBMS |
| OIC | | M 2908 | | R. NO. 43 | | HBMS |
| OIC | | M 2909 | | R. NO. 44 | | HBMS |
| OIC | | M 2910 | | R. NO. 45 | | HBMS |
| OIC | | M 2911 | | R. NO. 46 | | HBMS |
| OIC | | M 2912 | | R. NO. 48 | | HBMS |
| | | | | | | |
15
| OIC | | M 2913 | | R. NO. 49 | | HBMS |
| OIC | | M 2914 | | R. NO. 50 | | HBMS |
| OIC | | M 2915 | | R. NO. 52 | | HBMS |
| OIC | | M 2916 | | R. NO. 53 | | HBMS |
| OIC | | M 2917 | | R. NO. 54 | | HBMS |
| OIC | | M 2918 | | R. NO. 56 | | HBMS |
| OIC | | M 2919 | | R. NO. 57 | | HBMS |
| OIC | | M 2920 | | R. NO. 58 | | HBMS |
| OIC | | M 2921 | | R. NO. 59 | | HBMS |
| OIC | | M 2922 | | R. NO. 60 | | HBMS |
| OIC | | M 2923 | | R. NO. 61 | | HBMS |
| OIC | | M 2924 | | R. NO. 62 | | HBMS |
| OIC | | M 2925 | | R. NO. 63 | | HBMS |
| OIC | | M 2926 | | R. NO. 64 | | HBMS |
| OIC | | M 2927 | | R. NO. 65 | | HBMS |
| OIC | | M 2928 | | R. NO. 67 | | HBMS |
| OIC | | M 2942 | | R NO. 81 | | HBMS |
| OIC | | M 2999 | | R NO. 66 | | HBMS |
| OIC | | M 3000 | | R NO. 82 | | HBMS |
| OIC | | M 3472 | | ACE FR | | HBMS |
| OIC | | M 3473 | | ACE NO. 1 | | HBMS |
| 0IC | | M 3474 | | ACE NO. 4 | | HBMS |
| OIC | | M 3475 | | ACE NO. 3 | | HBMS |
| OIC | | M 3476 | | SPOT | | HBMS |
| OIC | | M 3568 | | INLET NO. 1 | | HBMS |
| OIC | | M 3569 | | INLET NO. 2 | | HBMS |
| OIC | | M 3570 | | INLET NO. 3 | | HBMS |
| OIC | | M 3571 | | INLET NO. 4 | | HBMS |
| OIC | | M 3572 | | INLET NO. 5 | | HBMS |
| OIC | | M 4133 | | IRON HORSE NO. 1 | | HBMS |
| OIC | | M 4134 | | IRON HORSE NO. 2 | | HBMS |
| OIC | | M 4135 | | IRON HORSE NO. 3 | | HBMS |
| OIC | | M 4136 | | IRON HORSE NO. 4 | | HBMS |
| OIC | | M 4137 | | CITY DEEP | | HBMS |
| OIC | | M 4138 | | BLUE FR | | HBMS |
| OIC | | M 7 | | B NO. 1 | | HBMS |
| OIC | | M 77 | | B NO. 10 | | HBMS |
| OIC | | M 78 | | B NO. 12 | | HBMS |
| OIC | | M 79 | | B NO. 13 | | HBMS |
| OIC | | M 8 | | B NO. 2 | | HBMS |
| OIC | | M 80 | | B NO. 4 | | HBMS |
| OIC | | M 81 | | B NO. 14 | | HBMS |
| OIC | | M 82 | | B NO. 15 | | HBMS |
| OIC | | M 83 | | B NO. 22 | | HBMS |
| OIC | | M 84 | | B NO. 30 FR | | HBMS |
| OIC | | M 85 | | B NO. 23 | | HBMS |
| OIC | | M 9 | | B NO. 3 | | HBMS |
| OIC | | M 900 | | A NO. 31 | | HBMS |
| OIC | | M 901 | | B NO. 41 | | HBMS |
| OIC | | M 905 | | B NO. 18 | | HBMS |
| OIC | | M 906 | | B NO. 19 | | HBMS |
| OIC | | M3759 | | O NO. 1 | | HBMS |
| OIC | | M3760 | | O NO. 3 | | HBMS |
| OIC | | M3761 | | O NO. 5 | | HBMS |
| | | | | | | |
16
| OIC | | M3762 | | O NO. 6 | | HBMS |
| OIC | | M3763 | | O NO. 7 | | HBMS |
| OIC | | M3764 | | O NO. 8 | | HBMS |
| OIC | | M3765 | | O NO. 9 | | HBMS |
| OIC | | M3766 | | O NO. 10 | | HBMS |
| OIC | | M3767 | | O NO. 11 | | HBMS |
| OIC | | M3768 | | O NO. 12 | | HBMS |
| OIC | | M3769 | | PEG NO. 1 | | HBMS |
| OIC | | M3770 | | PEG NO. 2 | | HBMS |
| OIC | | M3771 | | PEG NO. 3 | | HBMS |
| OIC | | M3772 | | PEG NO. 4 | | HBMS |
| OIC | | M3773 | | PEG NO. 6 | | HBMS |
| OIC | | M3774 | | PEG NO. 7 | | HBMS |
| OIC | | M3775 | | PEG NO. 8 | | HBMS |
| OIC | | M3776 | | PEG NO. 9 | | HBMS |
| OIC | | M3777 | | PEG NO. 10 | | HBMS |
| OIC | | M3778 | | PEG NO. 11 | | HBMS |
| OIC | | M3779 | | PEG NO. 12 | | HBMS |
| OIC | | M3780 | | PEG NO. 13 | | HBMS |
| OIC | | M3781 | | PEG NO. 14 | | HBMS |
| OIC | | M3782 | | PEG NO. 16 | | HBMS |
| OIC | | M3783 | | PEG NO. 22 | | HBMS |
| OIC | | M3784 | | PEG NO. 23 | | HBMS |
| OIC | | M3785 | | PEG NO. 29 | | HBMS |
| OIC | | M3786 | | PEG NO. 36 | | HBMS |
| OIC | | M3787 | | PEG NO. 44 | | HBMS |
| OIC | | M3788 | | PEG NO. 51 | | HBMS |
| OIC | | M3789 | | PINE NO. 13 | | HBMS |
| OIC | | M3790 | | PINE NO. 14 | | HBMS |
| OIC | | M3791 | | PINE NO. 15 | | HBMS |
| OIC | | M3792 | | PINE NO. 16 | | HBMS |
| OIC | | M3793 | | PINE NO. 17 | | HBMS |
| OIC | | M3798 | | O NO. 2 | | HBMS |
| OIC | | M3799 | | O NO. 4 | | HBMS |
| OIC | | M3800 | | PEG NO. 5 | | HBMS |
| OIC | | M3801 | | PEG NO. 15 | | HBMS |
| OIC | | M3802 | | PEG NO. 30 | | HBMS |
| OIC | | M3803 | | PEG NO. 37 | | HBMS |
| OIC | | M3804 | | PEG NO. 45 | | HBMS |
| OIC | | M3805 | | PEG NO. 46 | | HBMS |
| OIC | | M3806 | | PEG NO. 52 | | HBMS |
| OIC | | M7384 | | PEG NO. 58 | | HBMS |
| OIC | | M7385 | | PEG NO. 59 FR | | HBMS |
| OIC | | M7386 | | PEG NO. 66 | | HBMS |
| OIC | | M7387 | | PEG NO. 67 | | HBMS |
| OIC | | M3789 | | PEG NO. 74 | | HBMS |
| OIC | | M7395 | | RAM NO. 150 FR | | HBMS |
| OIC | | M7396 | | RAM NO. 151 | | HBMS |
| OIC | | M7397 | | RAM NO. 172 | | HBMS |
| OIC | | M7398 | | RAM NO. 173 | | HBMS |
| OIC | | M7399 | | PINE NO. 18 | | HBMS |
| OIC | | M7400 | | PINE NO. 19 | | HBMS |
| OIC | | M7401 | | PINE NO. 20 | | HBMS |
| OIC | | M7402 | | PINE NO. 21 | | HBMS |
| | | | | | | |
17
| OIC | | M7403 | | PINE NO. 22 | | HBMS |
| OIC | | M7404 | | PINE NO. 23 | | HBMS |
| OIC | | M7405 | | PEG NO. 132 | | HBMS |
| OIC | | M7406 | | PEG NO. 133 | | HBMS |
| OIC | | M7407 | | PEG NO. 134 | | HBMS |
| OIC | | M7408 | | PEG NO. 135 FR | | HBMS |
| OIC | | M7409 | | PEG NO. 136 | | HBMS |
| OIC | | M7410 | | PEG NO. 137 | | HBMS |
| OIC | | M7411 | | PEG NO. 138 | | HBMS |
| OIC | | M7412 | | PEG NO. 139 | | HBMS |
| OIC | | M7413 | | PEG NO. 140 | | HBMS |
| OIC | | M7414 | | PEG NO. 141 | | HBMS |
| OIC | | M7415 | | PEG NO. 142 | | HBMS |
| OIC | | M7416 | | PEG NO. 143 | | HBMS |
| OIC | | M7417 | | PEG NO. 144 | | HBMS |
| OIC | | M7418 | | PEG NO. 145 | | HBMS |
| OIC | | M7419 | | DOT NO. 1 FR | | HBMS |
| OIC | | M7420 | | DOT NO. 2 FR | | HBMS |
| OIC | | M7421 | | DOT NO. 3 FR | | HBMS |
| OIC | | M7422 | | DOT NO. 6 FR | | HBMS |
| OIC | | M7423 | | DOT NO. 7 FR | | HBMS |
| OIC | | M7424 | | DOT NO. 8 FR | | HBMS |
| OIC | | M7425 | | DOT NO. 9 FR | | HBMS |
| OIC | | M7426 | | DOT NO. 10 FR | | HBMS |
| OIC | | M3563 | | BAKER NO. 7 | | HBMS |
| OIC | | M3564 | | BAKER NO. 12 | | HBMS |
| OIC | | M3565 | | BAKER NO. 15 FR | | HBMS |
| OIC | | M3566 | | GEO NO. 9 | | HBMS |
| OIC | | M3567 | | GEO NO. 10 | | HBMS |
| OIC | | M3575 | | LOU NO. 2 | | HBMS |
| OIC | | M3576 | | LOU NO. 3 | | HBMS |
| OIC | | M3577 | | LOU NO. 4 | | HBMS |
| OIC | | M3644 | | GEO NO. 3 | | HBMS |
| OIC | | M3645 | | GEO FR | | HBMS |
| OIC | | M3647 | | BAKER NO. 10 | | HBMS |
| OIC | | M3648 | | BAKER NO. 9 | | HBMS |
| OIC | | M3649 | | BAKER NO. 6 | | HBMS |
| OIC | | M3650 | | BAKER NO. 6 | | HBMS |
| OIC | | M3651 | | BAKER NO. 4 | | HBMS |
| OIC | | M3680 | | BAKER NO. 1 | | HBMS |
| OIC | | M3681 | | BAKER NO. 8 | | HBMS |
| OIC | | M3682 | | BAKER NO. 11 | | HBMS |
| OIC | | M3687 | | GEO NO. 4 | | HBMS |
| OIC | | M3688 | | GEO NO. 5 | | HBMS |
| OIC | | M3689 | | GEO NO. 6 | | HBMS |
| OIC | | M3690 | | GEO NO. 8 | | HBMS |
Mineral Leases
|
|
|
|
|
|
|
|---|
Mineral Lease |
|
ML308 |
|
JUNGLE MlNlNG LEASE |
|
HBMS |
| Mineral Lease | | ML039 | | WESTARM MlNlNG LEASE | | HBMS |
| Mineral Lease | | ML042 | | RUTTAN MINERAL LEASE | | HBMS |
| Mineral Lease | | ML043 | | RUTTAN MlNlNG LEASE | | HBMS |
| Mineral Lease | | ML044 | | RUlTAN MlNlNG LEASE | | HBMS |
| | | | | | | |
18
| Mineral Lease | | ML045 | | RUTTAN MlNlNG LEASE | | HBMS |
| Mineral Lease | | ML049 | | NAMEW MlNlNG LEASE | | HBMS |
| Mineral Lease | | ML050 | | NAMEW MlNlNG LEASE | | HBMS |
Quarry Leases
|
|
|
|
|
|
|
|---|
Quarry Lease |
|
QL754 |
|
QL754 QUARRY LEASE |
|
HBMS |
| Quarry Lease | | QL755 | | QL755 QUARRY LEASE | | HBMS |
Surface Leases
|
|
|
|
|
|
|
|---|
Surface Lease |
|
13SL |
|
PAPOOSE FR |
|
HBMS |
| Surface Lease | | 14SL | | MANDY | | HBMS |
| Surface Lease | | 15SL | | BRUTUS | | HBMS |
| Surface Lease | | M53SL | | JEFF (HBED) | | HBMS |
| Surface Lease | | M82SL | | B. NO. 16 | | HBMS |
| Surface Lease | | M84SL | | RYAN | | HBMS |
| Surface Lease | | M7394 | | OX NO. 426 FR | | HBMS |
| Surface Lease | | M83SL | | MAYBE | | HBMS |
| Surface Lease | | M100SL | | O NO. 3 | | HBMS |
| Surface Lease | | M101SL | | PINE 15 | | HBMS |
| Surface Lease | | M111SL | | O NO. 5 | | HBMS |
| Surface Lease | | M136SL | | PINE 16 | | HBMS |
Casual Quarry Permits
|
|
|
|
|
|
|
|---|
Casual Quarry Permit |
|
2004-213C |
|
THREEHOUSE LAKE |
|
HBMS |
| Casual Quarry Permit | | 2004-214 | | EDWARDS LAKE | | HBMS |
Miscellaneous Leases
|
|
|
|
|
|
|
|---|
Misc Lease |
|
MSC3955 |
|
MISC LEASE 3955 |
|
HBMS |
| Misc Lease | | MSC3724 | | MISC LEASE 3724 | | HBMS |
| Misc Lease | | MSC3516 | | MISC LEASE 3516 | | HBMS |
| Misc Lease | | MSC3735 | | MISC LEASE 3735 | | HBMS |
19
QuickLinks
Exhibit 99.13
