FIRST QUANTUM MINERALS ANNOUNCES EARLY RESULTS OF CASH TENDER OFFER FOR MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF $750,000,000 (In United States dollars, except where noted otherwise)
NEWS RELEASE
25-09
March 5, 2025
www.first-quantum.com
FIRST QUANTUM MINERALS ANNOUNCES EARLY RESULTS OF CASH TENDER OFFER
FOR MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF $750,000,000
(In United States dollars, except where noted otherwise)
Toronto, Ontario (March 5, 2025) - First Quantum Minerals Ltd. (“First Quantum” or the “ Company”) (TSX: FM)
today announced the early results of its previously announced offer to purchase for cash (the “Tender Offer”) its
outstanding 6.875% Senior Notes due 2027 (the “Notes”) in a maximum aggregate principal amount of up to
$750,000,000 (the “Maximum Tender Amount”), as further described in the offer to purchase (the “Offer to Purchase”)
for the Tender Offer dated February 19, 2025 and as previously announced on February 19, 2025.
As of 5:00 p.m., New York City time, on March 4, 2025 (such time, the “Early Tender Time”), according to information
provided by Kroll Issuer Services Limited, the tender and information agent for the Tender Offer, the aggregate
principal amount of Notes listed in the table below has been validly tendered and not validly withdrawn in the Tender
Offer. Withdrawal rights for the Notes expired at the Early Tender Time.
Issuer
Title of
Security
CUSIP Number/
ISIN(1)
Principal
Amount
Outstanding
Maximum
Tender
Amount
Principal
Amount
Tendered at
Early Tender
Time
Principal
Amount
Accepted
Approximate
Proration Factor
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 $750,000,000 $1,372,316,000 $750,000,000 52.8985%
(1) CUSIP information is provided for the convenience of holders of the Notes (“Holders”). No representation is made as to the
correctness or accuracy of such numbers.
All conditions were satisfied or waived by the Company at the Early Tender Time. The Company has elected to
exercise its right to make payment for Notes that were validly tendered on or prior to the Early Tender Time and that
are accepted for purchase, on March 6, 2025 (the “Early Settlement Date”). The settlement date for all Notes validly
tendered and not validly withdrawn prior to the Early Tender Time and accepted for purchase is expected to be on
the Early Settlement Date.
As the aggregate principal amount of the Notes validly tendered and not validly withdrawn on or prior to the Early
Tender Time exceeded the Maximum Tender Amount and although the Tender Offer will expire at 5:00 p.m., New
York City time on March 19, 2025, the Company will accept for purchase the Notes on a prorated basis and will not
accept for purchase any Notes validly tendered after the Early Tender Time.
Under the terms of the Tender Offer, Holders who validly tendered and did not validly withdraw their Notes at or prior
to Early Tender Time were eligible to receive the Total Consideration of $1,012.00 per $1,000 principal amount of
Notes, consisting of an Early Tender Premium equal to the Tender Consideration of $962.00 per $1,000 principal
amount of Notes plus $50.00 per $1,000 principal amount of Notes, plus accrued and unpaid interest . Note s
purchased in the Tender Offer will be retired and canceled. 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 and in the Company’s previous
announcements with respect to the Tender Offer.
First Quantum Minerals Ltd. 25-09
Page 2 of 3
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. 25-09
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 recommendations. Holders are urged to evaluate carefully all informa tion 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 the Offer to Purchase
comes are required by the Company, the Dealer Manager and the Tender 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 securities
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 a ccount 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.
This press release must be read in conjunction with the Offer to Purchase. This press release and the Offer to Purchase contain importan t
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 such 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” under 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, timing, settlement, size and terms of the Tender Offer , including the Early Settlement Date. 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 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 (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 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 contained herein are expressly qualified by this cautionary statement.