FIRST QUANTUM ANNOUNCES $1,600 MILLION SENIOR SECURED SECOND LIEN NOTES OFFERING AS PART OF COMPREHENSIVE REFINANCING (In United States dollars, except where noted otherwise)
NEWS RELEASE
24-06
February 21, 2024
www.first-quantum.com
FIRST QUANTUM ANNOUNCES $1,600 MILLION SENIOR SECURED SECOND LIEN NOTES
OFFERING AS PART OF COMPREHENSIVE REFINANCING
(In United States dollars, except where noted otherwise)
Toronto, Ontario (February 21, 2024) – First Quantum Minerals Ltd. (“First Quantum” or “the Company”)
(TSX: FM) announces that it is launching an offering of $1,600 million aggregate principal amount of senior
secured second lien notes due 2029 (the “Notes”).
The Notes will be senior secured second lien obligations and will rank equally in right of payment with all
of the Company’s existing and future senior debt and senior in right of payment to all of the Company’s
existing and future subordinated debt. The Notes will be guaranteed, jointly and severally, on a senior
basis by certain guarantors as described in the offering memorandum (the “Guarantees”). The Guarantees
will rank equally in right of payment to all existing and future senior debt of the Guarantors.
Interest on the Notes will accrue from the issue date and will be payable semi-annually. The interest rate
and offering price of the Notes along with certain other terms will be determined at the time of pricing of
the offering, subject to market conditions.
The Company intends to apply the net proceeds from the sale of the Notes towards the redemption of all
of its outstanding senior notes due 2025 and 2026. Any net proceeds not used for the redemption of any
outstanding Senior Notes due 2025 or 2026 will be used for general corporate purposes, including the
repayment of the Company's credit facilities or cash on the balance sheet. The Company has prepared
an offering memorandum which will be made available to selected prospective purchasers of the Notes.
The offering of the Notes 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, also announced today, February 21, 2024
$1,600 million senior secured second lien notes offering
This news release should be read in conjunction with the News Release dated February 21, 2024 “First
Quantum Announces Comprehensive Refinancing Transactions as Part of its Balance Sheet
Strengthening Initiatives”.
For further information, visit our website at www.first-quantum.com or contact:
Bonita To, Director, Investor Relations
Tel: (416) 361-6400
Toll-free: 1 (888) 688-6577
E-Mail: [email protected]
First Quantum Minerals Ltd. 24-06
Page 2 of 3
IMPORTANT DISCLAIMER
The information in this announcement does not constitute notice of redemption or the solicitation to
purchase any securities of the Company, or an offer of securities for sale in the United States or any other
jurisdiction. Securities may not be offered or sold in the United States unless they are registered or are
exempt from the registration of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”).
The Notes will not be registered under the U.S. Securities Act, or the securities laws of any state of the
U.S. or other jurisdictions and the Notes will not be offered or sold within the U.S. or to, or for the account
or benefit of, U.S. Persons (as defined in Regulation S of the U.S. Securities Act), except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act
and the applicable laws of other jurisdictions. The Company does not intend to conduct a public offering
in the United States or any other jurisdiction. It may be unlawful to distribute this announcement in certain
jurisdictions.
The information in this announcement does not constitute an offer, or a solicitation of an offer, of securities
for sale in the United States, Canada, the EEA, the UK, Switzerland, Panama, Hong Kong, Japan,
Singapore, or any other jurisdiction in which such an offer, solicitation or sale is not permitted.
In member states of the EEA (“Member States”) or the UK, this announcement and any offer of securities
if made subsequently is directed only at persons who are "qualified investors" (any such person a
“Qualified Investor”) as defined in Regulation (EU) 2017/1129 (as amended and superseded) (the
“Prospectus Regulation”). Any person in the EEA or the UK who acquires securities in any offer of
securities (an "investor") or to whom any offer of securities is made will be deemed to have represented
and agreed that it is a Qualified Investor. Any investor will also be deemed to have represented and agreed
that any securities acquired by it in the offer have not been acquired on behalf of persons in the EEA or
the UK other than Qualified Investors or persons in the UK and other Member States for whom the investor
has authority to make decisions on a wholly discretionary basis, nor have the securities been acquired
with a view to their offer or resale in the EEA or the UK to persons where this would result in a requirement
for publication by the Company of a prospectus pursuant to the Prospectus Regulation. The Company
and others will rely upon the truth and accuracy of the foregoing representations and agreements. This
announcement constitutes a public disclosure of inside information by the Company under Regulation
(EU) 596/2014 (16 April 2014). References to Regulations or Directives include, in relation to the UK,
those Regulations or Directives as they form part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 or have been implemented in UK domestic law, as appropriate.
This communication is only directed at (i) persons having professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended, (the “Order”), or (ii) high net worth entities falling within Article
49(2)(a) to (d) of the Order, or (iii) persons to whom it would otherwise be lawful to distribute to or direct
at, all such persons together being referred to as “relevant persons”. The Notes are only available to, and
any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be
engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on
this communication or any of its contents.
This announcement is not, and under no circumstances is to be construed as, a prospectus, an
advertisement or a public offering of the securities referred to herein in Canada. No securities commission
or similar regulatory authority in Canada has reviewed or in any way passed upon this announcement or
the merits of the securities referred to herein, and any representation to the contrary is an offence.
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
First Quantum Minerals Ltd. 24-06
Page 3 of 3
applicable Canadian securities legislation. The forward-looking statements and forward-looking
information in this news release include 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 including, among other things, assumptions about the ability to price the
Notes on terms that are acceptable to the Company, the timing of the closing of the Notes Offering 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.
PROHIBITION OF SALES TO EEA OR UK RETAIL INVESTORS
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the EEA or the UK. For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1)
of Directive 2014/65/EU ("MiFID II") or (ii) a customer within the meaning of Directive 2016/97/EU, where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II
or (iii) not a Qualified Investor. Consequently, no key information document required by Regulation (EU)
No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the EEA or the UK may be unlawful
under the PRIIPS Regulation.