FIRST QUANTUM ANNOUNCES $1,000 MILLION EQUITY BOUGHT DEAL OFFERING AS PART OF COMPREHENSIVE REFINANCING (In United States dollars, except “C$” for Canadian dollars where noted)
NEWS RELEASE
24-05
February 21, 2024
www.first-quantum.com
FIRST QUANTUM ANNOUNCES $1,000 MILLION EQUITY BOUGHT DEAL OFFERING AS
PART OF COMPREHENSIVE REFINANCING
(In United States dollars, except “C$” for Canadian dollars where noted)
Toronto, Ontario (February 21, 2024) – First Quantum Minerals Ltd. (“First Quantum” or the “Company”)
(TSX: FM) announces that it has entered into an agreement with a syndicate of underwriters led by RBC
Capital Markets, BMO Capital Markets and Goldman Sac hs as joint book -runners (collectively, the
“Underwriters”) pursuant to which the Underwriters have agreed to purchase, on a bought deal basis,
121,680,000 common shares of First Quantum (“Common Shares”) at a price of C$11.10 per Common
Share (the “Offeri ng Price”), for aggregate gross proceeds of approximately C$1,351 million
(approximately $1,000 million) (the “Offering”).
The Company has granted the Underwriters an over -allotment option, exercisable in whole or in part at
any time up to 30 days after th e closing of the Offering, to purchase up to an additional 18,252,000
Common Shares (representing 15% of the number of Common Shares purchased pursuant to the
Offering), at the Offering Price (the “Over-Allotment Option”).
The Company intends to use the ne t proceeds of the Offering to repay certain indebtedness, enhance
the Company’s liquidity profile, and for general corporate purposes.
The Offering is part of First Quantum’s comprehensive refinancing and balance sheet strengthening
initiatives which include:
• $500 million copper prepayment agreement (announced yesterday and detailed in the Company’s
fourth quarter and year-end 2023 results)
• The amendment and extension of its $2.2 billion corporate bank facilities that revises the leverage
covenant and extends the maturity profile to April 2027
• $1,000 million equity bought deal offering (this Offering)
• $1,600 million senior secured second lien notes offering, also announced today, February 21, 2024
Closing of the Offering is expected to occur on or about February 29, 2024, subject to the receipt of all
necessary approvals, including the approval of the Toronto Stock Exchange in accordance with its
applicable listing requirements, and shall be conditional on the satisfaction or waiver of any condition
precedent to the completion of each of the transactions contemplated by: (i) the amendment, restatement
and accession agreement in respect of the Company’s credit facilities; and (ii) the note purchase
agreement to be entered into among the Company and certain initial purchasers; in each case, other
than the completion of the Offering and such other conditions thereunder that by their nature are to be
satisfied at or following the closing of such transactions.
The Offering will be made in each of the provinces a nd territories of Canada other than Québec by way
of a prospectus supplement to the Company’s short form base shelf prospectus dated August 18, 2023
(the “Prospectus Supplement”) and may be offered in the United States to “qualified institutional buyers”
pursuant to Rule 144A under the United States Securities Act of 1933, as amended (the “U.S. Securities
Act”) and in other jurisdictions outside Canada and the United States pursuant to exemptions from
prospectus and registration requirements.
The Common Sha res have not been, and will not be, registered under the U.S. Securities Act or the
securities laws of any state of the United States and may not be offered, sold or delivered, directly or
indirectly, in the United States (as such term is defined in Regulation S under the U.S. Securities Act),
First Quantum Minerals Ltd. 24-XX
except pursuant to an exemption from the registration requirements of the U.S. Securities Act and
applicable state securities laws. This news release does not constitute an offer to sell or solicitation of
an offer to buy any Common Shares in the United States or in any jurisdiction in which such offer,
solicitation or sale is not permitted.
The Prospectus Supplement will be filed on SEDAR+ at www.sedarplus.ca on or before February 22,
2024.
This news release should be read in conjunction with the News Release dated February 21, 2024 “First
Quantum Announces Comprehensive Refinancing Tra nsactions as Part of its Balance Sheet
Strengthening Initiatives”.
The Company will host a recorded webcast including a presentation and prepared remarks from the
executive team. It can be accessed after 4:30pm on February 21, 2024, at
https://www.gowebcasting.com/13179, or alternatively by phone toll -free at 1 -800-319-8560 (passcode:
86286#).
For further information, visit our website at www.first-quantum.com or contact:
Bonita To, Director, Investor Relations
(416) 361-6400 Toll-free: 1 (888) 688-6577
E-Mail: [email protected]
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information contained in this news release constitutes "forward -looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 and forward -looking information under
applicable Canadian securities legislat ion. The forward -looking statements and forward -looking
information in this news release include the expected timing of closing of the Offering, the expected uses
of proceeds of the Offering. Often, but not always, forward -looking statements or information can be
identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”,
“scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes” or
variations of such words and phrases or statements that certain actions, events or results “may”, “could”,
“would”, “might” or “will” be taken, occur or be achieved. With respect to forward -looking statements and
information contained herein, the Company has made numerous assumptions includin g among other
things, assumptions about the satisfaction of the conditions to the Underwriters’ obligation to purchase the
Offered Shares and the ability to achieve the Company’s goals. Forward -looking statements and
information by their nature are based on assumptions and involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or achievements, or industry results, to
be materially different from any future results, performance or achievements expressed or implied by such
forward-looking statements or information. These factors include, but are not limited to, events generally
impacting global economic, financial, political and social stability.
See the Company’s Annual Information Form and other documents filed with the securities regulators or
similar authorities in Canada for additional information on risks, uncertainties and other factors relating
to the forward -looking statements and information. Although the Company has attempted to identify
factors that would cause actual actions, events or results to differ materially from those disclosed in the
forward-looking statements or information, there may be other factors that cause actual results,
performances, achievements or events not to be anticipated, estimated or intended. Also, many of these
factors are beyond First Quantum’s control. Accordingly, readers should not place undue reliance on
forward-looking statements or information. The Company undertakes no obligation to reissue or update
forward-looking statements or information as a result of new information or events after the date hereof
except as may be required by law. All forward -looking statements and information made herein are
expressly qualified by this cautionary statement.
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