FIRST QUANTUM ANNOUNCES CLOSING OF $1,150 MILLION BOUGHT DEAL OFFERING, CLOSING OF $1,600 MILLION SENIOR SECURED SECOND LIEN NOTES OFFERING AND UPDATE ON COMPREHENSIVE REFINANCING (In United States dollars, except “C$” for Canadian dollars where noted)
NEWS RELEASE
24-08
February 29, 2024
www.first-quantum.com
FIRST QUANTUM ANNOUNCES CLOSING OF $1,150 MILLION BOUGHT DEAL
OFFERING, CLOSING OF $1,600 MILLION SENIOR SECURED SECOND LIEN NOTES
OFFERING AND UPDATE ON COMPREHENSIVE REFINANCING
(In United States dollars, except “C$” for Canadian dollars where noted)
Toronto, Ontario (February 29, 2024) – First Quantum Minerals Ltd. (“First Quantum” or the “Company”)
(TSX: FM) announced today that it has completed the previously-announced bought deal offering of
common shares of the Company (the “Equity Offering”). First Quantum issued 139,932,000 common
shares (including 18,252,000 common shares issued pursuant to the exercise in full of the underwriters’
over-allotment option) at a price of C$11.10 per common share for aggregate gross proceeds of
C$1,553,245,200 (approximately $1,150 million).
The syndicate of underwriters was led by RBC Capital Markets, BMO Capital Markets and Goldman Sachs
as joint bookrunners and included BNP Paribas (Canada) Securities Inc., ING Bank N.V., J.P. Morgan
Securities Canada Inc., Absa Bank Limited, CIBC World Markets Inc., Natixis Securities Americas LLC,
The Standard Bank of South Africa Limited, TD Securities Inc., Canaccord Genuity Corp. and National
Bank Financial Inc.
In addition to the completion of the Equity Offering, First Quantum announced today that it has completed
its previously-announced offering of $1,600 million aggregate principal amount of 9.375% senior secured
second lien notes due 2029 (the “Notes Offering” and together with the Equity Offering, the “Offerings”).
The Company intends to use the net proceeds from the Offerings for the redemption of all of its outstanding
senior notes due 2025 (the “2025 Notes”) and all of its outstanding senior notes due 2026 (the “2026
Notes”), to enhance the Company’s liquidity profile and for general corporate purposes.
The Offerings are part of First Quantum’s comprehensive refinancing and balance sheet strengthening
initiatives, which also include the amendment and extension of First Quantum’s $2.2 billion corporate bank
facilities that revises the leverage covenant and extends the maturity profile to April 2027 (the “Amendment
and Extension”).
With the closing of the Offerings, the Amendment and Extension will become effective. The redemptions
of the 2025 Notes and the 2026 Notes are also expected to be completed on March 4, 2024, as the
financing condition relating to such redemptions will be satisfied.
"I would like to thank our shareholders, banking partners and bondholders for their confidence and strong
support for First Quantum,” commented Tristan Pascall, Chief Executive Officer of First Quantum. “The
successful completion of this comprehensive refinancing has strengthened the Company’s balance sheet
and will enable the Company to deliver on the S3 Expansion at Kansanshi. The Company will continue to
advance additional balance sheet initiatives in a disciplined manner and will remain focused on delivering
operational excellence at its Zambian operations.”
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. 24-08
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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 securities referred to herein 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 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 (with respect to the Notes), 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 securities 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 Notes 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 Notes, 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 applicable Canadian
securities legislation. The forward-looking statements and forward-looking information in this news release include
the expected timing of the redemption the 2025 Notes and the 2026 Notes and the expected uses of proceeds of the
Offerings. 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 redemption of the 2025 Notes and the 2026 Notes
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,
First Quantum Minerals Ltd. 24-08
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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 securities described herein 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 securities or otherwise making them available to retail investors in the EEA or the UK has
been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor
in the EEA or the UK may be unlawful under the PRIIPS Regulation.