FIRST QUANTUM ANNOUNCES COMPREHENSIVE REFINANCING TRANSACTIONS AS PART OF ITS BALANCE SHEET STRENGTHENING INITIATIVES (In United States dollars, except “C$” for Canadian dollars where noted)
NEWS RELEASE
24-04
February 21, 2024
www.first-quantum.com
FIRST QUANTUM ANNOUNCES COMPREHENSIVE REFINANCING TRANSACTIONS AS
PART OF ITS BALANCE SHEET STRENGTHENING INITIATIVES
(In United States dollars, except “C$” for Canadian dollars where noted)
Toronto, Ontario (February 21, 2024) - First Quantum Minerals Ltd. (“First Quantum” or the
“Company”) (TSX: FM) announces four balance sheet strengthening initiatives (the “Refinancing”):
• $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 (the “Amendment and Extension”)
• $1,000 million bought deal offering of common shares (the “Common Share Offering”)
• $1,600 million senior secured second lien notes offering (the “Notes Offering” and, together with
the Common Share Offering, the “Offerings”)
These transactions will, when completed, provide the Company with strong liquidity, sustainable
leverage, and a solid financial position on which to deliver its operational objectives. The Company will
redeem all of its outstanding senior notes due 2025 (t he “2025 Notes”), redeem all of its outstanding
notes due 2026 (the “2026 Notes”) and continue to fund the completion of the S3 Expansion project at
Kansanshi with all material debt amortization being deferred until June 2025.
Highlights of the Refinancing:
• Enhances the Company’s liquidity to $2.0 billion (including the copper prepayment agreement);
• Reduces the Company’s net leverage1 to 2.3x;
• Increases the Company’s financial flexibility;
• Provides covenant headroom, increasing net leverage 1 test from 3.50x to 5.75x for the near
term; and
• Extends the Company’s maturity profile, providing runway to complete the S3 Expansion and
enable a pathway towards resolution in Panama.
“It is pleasing to announce these four transactions as part of our holistic approach to strengthen the
balance sheet. Today’s actions result in a capital structure that will enable us to deliver the S3
Expansion, which will return the Company to a position of strong free cash flow generation. We continue
to be committed to working with the Government of Panama on the responsible stewardship of Cobre
Panamá with the implementation of our preservation and safe management plan. At the same time, I
remain confi dent that we can reach a resolution that will deliver the best outcome for the people of
Panama and for First Quantum,” commented Tristan Pascall, Chief Executive Officer of First Quantum. “I
would like to thank our lenders, bondholders and shareholders fo r their support on these transactions
and their confidence in the outlook of the Company.”
1 “Net Leverage” is defined as the ratio of the Company’s consolidated Net Debt to its consolidated EBITDA. Net Debt is
calculated as Total Debt less cash and cash equivalents. Total Debt is defined as the total principal outstanding on debt
classified as debt as defined in note 2 of the Group Financial Statements as at December 31, 2023, excluding any amortization
or interest accrued and including amounts payable under trading facilities of $144 million.
First Quantum Minerals Ltd. 24-XX
The Company will continue to advance additional initiatives, including asset and stake sales, in a
disciplined manner and only to the extent that is in the best interest of the Company.
The disclosure of material uncertainty in the Company’s news release, Consolidated Financial
Statements and Management’s Discussion and Analysis dated February 20, 2024 did not take into
account today’s announced transactions and the revised covenants, which will be effective following the
closing of these transactions.
AMENDMENTS TO BANK FACILITY
First Quantum announces that it has amended its original Term Loan and Revolving Credit Facility (the
"Facility") to extend its maturity and defer the amortization of the Term Loan.
The amended and extended $2.243 billion Facility is comprised of a $943 million Term Loan Facility and
a $1.3 billion Revolving Credit Facility. The Facility is syndicated to a group of long -standing relationship
banks of First Quantum, with all existing lenders consenting to the amendments in the new facility.
The amended terms, which will become effective upon completion of the Offerings and the 2025 Notes
Redemption, will extend the debt maturity profile of the Facility to April 2027, removes all material debt
amortization until June 2025 and reduces per annum debt amortization in the year which follows.
The amendments to the Facility also provide the Company with additional liquidity headroom and
increases the net leverage1 covenant from 3.50x to 5.75x Net Debt/EBITDA until June 30, 2025. The net
leverage1 covenant will be reduced to 5.00x between July 1, 2025 and December 31, 2025; 4.25x
between January 1, 2026 and June 30, 2026; and 3.75x thereafter.
$1,000 MILLION EQUITY BOUGHT DEAL OFFERING
First Quantum also announces that it has entered into an agreement with a syndicate of underwriters led
by RBC Capital Markets, BMO Capital Markets and Goldman Sachs as joint book -runners (collectively,
the “Underwriters”) pursuant to which the Underwriters have agreed to purchase, on a bought deal basis
from the Comp any, 121,680,000 common shares of First Quantum (“Common Shares”) at a price of
C$11.10 per Common Share, for aggregate gross proceeds of C$1,351 million (approximately $1,000
million).
This news release should be read in conjunction with the News Release dated February 21, 2024 “First
Quantum Announces $1,000 Million Equity Bought Deal Offering as Part of Comprehensive Refinancing”.
$1,600 MILLION SENIOR SECURED SECOND LIEN NOTES OFFERING
First Quantum further announces that it is launching an offering of $1,600 million aggregate principal
amount of senior secured second lien notes due 2029 (the “Notes”) in a private offering, subject to
market and other customary conditions. The Notes will be senior secured second lien obligations of the
Company and will b e guaranteed by certain of the Company’s subsidiaries. The Notes will be offered
solely to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, as amended (the “U.S. Securities Act”), and to non -U.S. persons in
accordance with Regulation S under the U.S. Securities Act.
This news release should be read in conjunction with the News Release dated February 21, 2024 “First
Quantum Announces $1,600 Million Senior Secured Second Lien Notes Offeri ng as Part of
Comprehensive Refinancing”.
Goldman Sachs acted as Strategic Financial Adviser to the Company with respect to its capital structure
and the Holistic Balance Sheet Initiatives.
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
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E-Mail: [email protected]
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First Quantum Minerals Ltd. 24-XX
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 wh o 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 Com pany 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 wor th 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 REGARDING FORWARD-LOOKING INFORMATION
Certain information contained in this news release constitutes "forward -looking statements" withi n 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 includes the Company’s available liquidity upon completion of
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First Quantum Minerals Ltd. 24-XX
Amendment and Extension and the Offerings, the expected uses of proceeds of the Offerings, the 2025
Notes Redemption, the Company’s intention regarding the S3 Expansion project at Kansanshi and its
completion enabling the Company’s return to strong free cash flow generation, the Company’s intentions
regarding asset and stakes sales and the Company’s commitment to working with the Government of
Panama on the preservation and safe and responsible stewardship of Cobre Panamá. 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 effectiveness of the
Amendment and Extension, the completion of the Offerings and the effectiveness of the Amendment and
Extension; 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 a nd 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 actu al 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 herei n 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 withi n 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 availa ble to any retail
investor in the EEA or the UK may be unlawful under the PRIIPS Regulation.
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