UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 40-F

|o  | Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934   
|-- | ---------------------------------------------------------------------------------------
|or
|ý  | Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

|For Fiscal year ended: December 31, 2005 | Commission File number: 333-124186-02
|---------------------------------------- | -------------------------------------

HUDBAY MINERALS INC.(Exact name of registrant as specified in its charter)

|Canada(Province or other jurisdiction of
incorporation or organization)                                                                                                                                     | 1021, 1031, 1041 and 1044(Primary standard industrial classification code number, if applicable) | Not Applicable(I.R.S. employer identification number, if applicable)
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------
|201 Portage Avenue, Suite 1906
Winnipeg, Manitoba R3B 3K6
Canada, (204) 949-4261(Address and telephone number of registrant's principal executive offices)                                                 
|CT Corporation System111 Eighth Avenue, 13th FloorNew York, NY 10011(212) 894-8700(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)

Securities
registered or to be registered pursuant to Section 12(b) of the Act:NoneSecurities registered or to be registered pursuant to Section 12(g) of the Act:NoneSecurities for which there is a reporting obligation pursuant to Section 15(d) of the Act: 95/8% Senior Secured Notes due 2012

For
annual reports, indicate by check mark the information filed with this form:

|ý    Annual Information Form |  | ý    Audited Annual Financial Statements
|---------------------------- |  | ----------------------------------------

Indicate
the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:

84,798,119 Common Shares

Indicate
by check mark whether the registrant by filing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule12g3-2(b) under
the Securities Exchange Act of 1934 (the "Exchange Act"). If "Yes" is marked, indicate the file number assigned to the registrant in connection with such rule.

|Yes    o |  | No    ý
|-------- |  | -------

Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13(d) or 15(d) of the Exchange Act during the proceeding 12 months
(or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements in the past 90 days.

|Yes    ý |  | No    o
|-------- |  | -------



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DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the fiscal year of HudBay Minerals Inc. (the "Registrant"), an evaluation was carried out under the supervision of and with the
participation of the Registrant's management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and
operation of our disclosure controls and procedures were effective as of December 31, 2005, the end of the period covered by this annual report, to ensure that material information relating to
the Registrant and its consolidated subsidiaries would be made known to them by others within those entities.

There
has been no change in the Registrant's internal control over financial reporting during the year ended December 31, 2005 that materially affected, or that is reasonably
likely to materially affect, the Registrant's internal control over financial reporting.

The
Registrant will continue to periodically review its disclosure controls and procedures and internal control over financial reporting and may make modifications from time to time as
considered necessary or desirable.

AUDIT COMMITTEE FINANCIAL EXPERT

The Registrant's board of directors has determined that it has at least one audit committee financial expert, as that term is defined in General
Instruction B(8)(b) of Form 40-F, serving on its audit committee. The board of directors has determined that Ronald P. Gagel is an audit committee financial expert and is
independent, as that term is defined by the New York Stock Exchange's corporate governance standards. The Commission has indicated that the designation of a person as an audit committee
financial expert does not impose on such person any duties, obligations or liability that are greater than those imposed on such person as a member of the audit committee and the board of directors in
the absence of such designation and does not affect the duties, obligations or liability of any other member of the audit committee or board of directors.

CODE OF ETHICS

The Registrant has adopted a code of ethics entitled, "HudBay Minerals Inc. Code of Business Conduct and Ethics". The Code of Business Conduct and Ethics
applies to all directors, officers and employees of the Registrant and its subsidiaries, including the Registrant's principal executive officer, principal financial officer and principal accounting
officer. The Code of Business Conduct and Ethics is available at the Registrant's Internet website, www.hudbayminerals.com, in the Investor Relations  Governance
section.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

See the disclosure in the section entitled "Remuneration of Auditors" on page 47 of Exhibit 1, the Registrant's Annual Information Form, which is
incorporated by reference herein.

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AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

Pursuant to the Audit Committee charter, the Audit Committee is to pre-approve the fees and other compensation paid to the independent auditor and to
pre-approve all non-audit services to be provided to the Registrant or any of its subsidiaries by its independent auditor. More generally, the Audit Committee is to instruct
the independent auditor that the board of directors, as representatives of the shareholders, is the client of the independent auditor. The Audit Committee is also to review and discuss, on an annual
basis, with the independent auditor all significant relationships the independent auditor has with the Registrant to determine their independence.

During
the year ended December 31, 2005, none of the services described above under "Principal Accountant Fees and Services" under the captions "Audit-Related Fees", "Tax Fees"
and "All Other Fees" were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

OFF-BALANCE SHEET ARRANGEMENTS

HudBay does not have any off-balance sheet arrangements.

CONTRACTUAL OBLIGATIONS

See the disclosure in the section entitled "Contractual Obligations and Commitments" on page 29 of Exhibit 3, the Registrant's Management's
Discussion and Analysis of Results of Operations and Financial Condition  Fourth Quarter and Year Ended December 31, 2005, which is incorporated by
reference herein.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A.    Undertaking

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when
requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an
annual report on Form 40-F arises; or transactions in said securities.

B.    Consent to Service of Process

The Registrant has previously filed with the Commission a Form F-X in connection with the 95/8% Senior Secured Notes due 2012.

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F
and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

| | HUDBAY MINERALS INC.    
| | ------------------------
| | By:                     
| |                         
| | Dated:    March 21, 2006

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EXHIBIT INDEX

Exhibits

Description1

Annual Information Form for the Year Ended December 31, 20052

HudBay Minerals Inc.'s Comparative Audited Consolidated Financial Statements, including the Notes thereto, as at December 31, 2005 and 2004 and for the years ended December 31, 2005 and 2004, together with the Report of Independent
Registered Chartered Accountants thereon3

HudBay Minerals Inc.'s Management's Discussion and Analysis of Results of Operations and Financial Condition  Fourth Quarter and Year Ended December 31, 20054

Consent of Deloitte & Touche LLP5

Consent of Kim Lau, BSc. Geo.6

Consent of Gerry Beauchamp, BSc., P.Eng.7

Certification of Peter R. Jones required by Rule 13a-14(a) or Rule 15d-14(a)8

Certification of Jeffrey A. Swinoga required by Rule 13a-14(a) or Rule 15d-14(a)9

Certification of Peter R. Jones pursuant to Rule 13a-14(b) or 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code10

Certification of Jeffrey A. Swinoga pursuant to Rule 13a-14(b) or 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code


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