FIRST QUANTUM MINERALS ANNOUNCES CASH TENDER OFFER TO PURCHASE ITS OUTSTANDING 6.875% SENIOR NOTES DUE 2027 IN A MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF UP TO $500,000,000 (In United States dollars, except where noted otherwise)
NEWS RELEASE
25-04
February 19, 2025
www.first-quantum.com
FIRST QUANTUM MINERALS ANNOUNCES CASH TENDER OFFER TO PURCHASE ITS
OUTSTANDING 6.875% SENIOR NOTES DUE 2027 IN A MAXIMUM AGGREGATE
PRINCIPAL AMOUNT OF UP TO $500,000,000
(In United States dollars, except where noted otherwise)
Toronto, Ontario (February 19, 2025) - First Quantum Minerals Ltd. (“First Quantum” or the “Company”) (TSX: FM)
First Quantum Minerals Ltd. (the “Company” or “First Quantum”) (TSX: FM) today announced that it has commenced
an offer to purchase for cash (the “Tender Offer”) its outstanding 6.875% Senior Notes due 2027 (the “Notes”) in a
maximum aggregate principal am ount of up to $500,000,000 (as may be increased pursuant to the terms of the
Tender Offer), as further described in the offer to purchase (the “Offer to Purchase”) for the Tender Offer dated the
date hereof.
The Tender Offer will expire at 5:00 p.m., New York City time, on March 19, 2025 (such date, as may be extended,
the “Expiration Time”). Under the terms of the Tender Offer, holders of the Notes (“Holders”) who validly tender and
do not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on March 4, 2025 (the “Early Tender
Time”) will be eligible to receive $ 1,012.00 per $1,000 principal amount of Notes (the “Total Consideration”),
consisting of the Tender Consideration (defined below) plus $50.00 per $1,000 principal amount of Notes (the “Early
Tender Premium”). Holders of the Notes who validly tender their Notes after the Early Tender Time, but at or prior
to the Expiration Time, will be eligible to receive $962.00 per $1,000 principal amount of Notes validly tendered and
accepted for purchase pursuant to the Tender Offer (the “Tender Consideration”). Tendered Notes may be withdrawn
at any time at or prior to the Early Tender Time, but not thereafter, unless extended.
Certain information regarding the Notes and the Tender Offer is set forth in the table below:
Issuer
Title of
Security
CUSIP Number/
ISIN(1)
Principal
Amount
Outstanding
Maximum
Tender
Amount(2)
Tender
Consideration(3)
Early
Tender
Premium(3)
Total
Consideration(3)(4)
First
Quantum
Minerals
Ltd.
6.875%
Senior
Notes
Due 2027
144A CUSIP/ISIN
335934 AT2 /
US335934AT24
Regulation S
CUSIP/ISIN
C3535C AM0 /
USC3535CAM04
$1,500,000,000 $500,000,000 $962.00 $50.00 $1,012.00
(1) CUSIP information is provided for the convenience of Holders of the Notes. No representation is made as to the
correctness or accuracy of such numbers.
(2) The Maximum Tender Amount equals an aggregate principal amount of Notes of $500,000,000
(3) Per $1,000 principal amount of Notes validly tendered and accepted for purchase in the Tender Offer.
(4) The Total Consideration equals the Tender Consideration plus the Early Tender Premium.
Holders whose Notes are purchased in the Tender Offer will also be paid accrued and unpaid interest from the last
interest payment date on the Notes to, but not including, the applicable settlement date.
The amount of Notes that may be purchased in the Tender Offer is not conditioned on any minimum amount of Notes
being tendered, but it is subject to a maximum aggregate principal amount of up to $5 00,000,000 (as may be
increased pursuant to the terms of the Tender Offer, the “Maximum Tender Amount”). Tendered Notes may be
subject to proration if the aggregate principal amount of Notes validly tendered and not validly withdrawn in the
Tender Offer exceeds the Maximum Tender Amount.
First Quantum Minerals Ltd. 25-04
Page 2 of 3
The Company intends, but is not obligated, to increase the Maximum Tender Amount as outlined in the Offer to
Purchase. Such increase may be up to $750,000,000 in aggregate principal amount of Notes outstanding. All Notes
tendered at or prior to the Early Tender Time will have priority over Notes tendered after the Early Tender Time.
The consummation of the Tender Offer is subject to the satisfaction or waiver, in the Company’s discretion, of certain
conditions set forth in the Offer to Purchase, including the pricing, closing and settlement of the Company’s
concurrent offering of senior unsecured notes (the “New Notes”) on certain ter ms satisfactory to the Company and
resulting in net proceeds to the Company sufficient to fund (i) the repayment of a $250.0 million portion of the
Company’s revolving credit facility agreement and (ii) the aggregate Total Consideration, assuming Notes in an
aggregate principal amount of at least equal to the Maximum Tender Amount are validly tendered (regardless of the
actual amount of Notes tendered) plus accrued interest and unpaid interest. There can be no assurance that such
conditions will be satisfie d. The Company reserves the right, in its sole discretion, to waive or modify, subject to
applicable law, any one or more of the conditions to the Tender Offer as provided in the Offer to Purchase, may
delay the acceptance for payment of Notes validly tend ered and may terminate the Tender Offer. The Company
reserves the right to amend, extend, withdraw or terminate the Tender Offer at any time and from time to time in its
sole discretion, subject to disclosure and other requirements as required by applicabl e law, as provided in the Offer
to Purchase.
Holders that wish to subscribe for New Notes in addition to tendering Notes for purchase pursuant to the Tender
Offer may, at the sole and absolute discretion of the Company, apply to receive priority in the all ocation of the New
Notes, subject to the terms and conditions described in the Offer to Purchase.
Early settlement of the Notes that have been validly tendered and not validly withdrawn at or prior to the Early Tender
Time (and accepted for purchase) is expected to occur on the second business day following the Early Tender Time,
unless the Tender Offer is terminated prior to such date, assuming the Company exercises such early settlement
right and all conditions to the Tender Offer have been satisfied or waived by. Final settlement of any Notes that have
been validly tendered after the Early Tender Time but at or prior to the Expiration Time (and accepted for purchase),
subject to the Maximum Tender Amount, is expected to occur on the second business day f ollowing the Expiration
Time, unless the Tender Offer is consummated, extended or terminated prior to such date.
Capitalized terms used in this announcement but not otherwise defined shall have the meanings given to them in
the Offer to Purchase. Full details of the terms and conditions of the Tender Offer are included in the Company’s
Offer to Purchase.
Copies of documents relating to the Tender Offer may be obtained from Kroll Issuer Services Limited, the Tender
and Information Agent, at https://deals.is.kroll.com/fqml, by telephone at +44 20 7704 0880 or by e -mail at
The Company has engaged Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC , BNP Paribas and ING Bank
N.V., London Branch to serve as Dealer Managers for the Tender Offer (the “Dealer Managers”). Questions
regarding the Tender Offer should be directed to a Dealer Manager using the following contact information, as
applicable:
Goldman Sachs & Co. LLC by telephone at +1 (800) 828-3182 (U.S. toll-free) and +44 207 774 4836 (London) or by
e-mail at [email protected];
J.P. Morgan Securities LLC by telephone at +1 (212) 834-3554 (U.S. Collect) or +1 (866) 834-4666 (U.S. Toll-Free).
BNP PARIBAS by telephone at +33 1 55 77 78 94 (Europe), +1 (212) 841 -3059 (U.S. collect) and +1 (888) 210 -
4358 or by email at [email protected]; and
ING Bank N.V., London Branch by telephone at +44 20 7767 6784 (Europe) or by email at
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]
First Quantum Minerals Ltd. 25-04
Page 3 of 3
DISCLAIMER
None of the Company, the Dealer Manager or the Tender and Information agent makes any recommendation as to whether or not Holders should
tender their Notes or deliver consents or how much they should tender in connection with the Tender Offer, and no one has been authorized by
any of them to make such recomme ndations. Holders are urged to evaluate carefully all information contained in the Offer to Purchase and
consult their own investment and tax advisors. Holders must make their own decisions as to whether to tender their Notes and deliver consents,
and, if so, the principal amount of Notes to tender.
The distribution of the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession th e Offer to Purchase
comes are required by the Company, the Dealer Manager and the Tend er and Information Agent to inform themselves about, and to observe,
any such restrictions.
It may be unlawful to distribute this press release in certain jurisdictions. The information in this press release does not constitute a notice of
redemption, a solicitation to purchase or sell, an offer to purchase or sell or the solicitation of an offer to purchase or sell any of the s ecurities
described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Tender Offer is made solely pursuant to the Offer to Purchase.
The New 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 o f 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.
This press release must be read in conjunction with the Offer to Purchase. This press release and the Offer to Purchase contain important
information which should be read carefully before any decision is made with respect to the Tender Offer. If any Holder is in any doubt as to the
action it should take, it is recommended that su ch Holder seek its own financial and legal advice, including as to any tax consequences,
immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company
whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity
if it wishes to tender Notes in the Tender Offer.
Any deadlines set by any intermediary will be earlier than the deadlines specified in the Offer to Purchase.
Questions, requests for assistance and requests for additional copies of the Offer to Purchase may be directed to the Tender and Information
Agent or the Dealer Managers at their addresses set forth in this press release.
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” und er applicable Canadian securities legislation. The forward-looking statements and
forward-looking information in this news release include, among other things, the anticipated cash expenditure to consummate the Tender Offer,
as well as the consummation, ti ming, settlement, size and terms of the Tender Offer, including the Maximum Tender Amount, the Tender
Consideration, the Total Consideration, the Early Tender Time and the Expiration Time. 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 New Notes on terms that are acceptable to the Company, the timing of the closing of the concurrent offering of New Notes, the satisfaction
of the conditions set forth in the Offer to Purchase and the ability to achieve the Company’s goals. Forward-looking statements and information
by their nature are based on assumpt ions 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 (accessible
under the Company’s profile on SEDAR+ at www.sedarplus.ca), the United States Securities and Exchange Commission and the London Stock
Exchange 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 th ose 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 contained herein are expressly qualified by this cautionary statement.