FIRST QUANTUM MINERALS ANNOUNCES PRICING AND UPSIZING OF SENIOR NOTES OFFERING (In United States dollars)
NEWS RELEASE
20-24
September 17, 2020
www.first-quantum.com
FIRST QUANTUM MINERALS ANNOUNCES PRICING AND UPSIZING OF SENIOR NOTES
OFFERING
(In United States dollars)
TORONTO, Ontario (September 17, 2020) - First Quantum Minerals Ltd. (“First Quantum” or “the Company”) (TSX:FM)
today announced that it has successfully completed the pricing of its offering (the “Offering”) of $1,500 million aggregate
principal amount of 6.875% Senior Notes due 2027 (the “Notes”). The original offering amount of the Notes of $1,000 million
has been increased to $1,500 million. The issue price of the Notes is 100.000%.
Interest on the Notes will accrue from the issue date at a rate of 6.875% per annum and will be payable semi -annually.
Settlement is expected to take place on or about October 1, 2020, subject to customary conditions precedent for similar
transactions. The Notes will be senior unsecured obligations of the Company and will be guaranteed by certain of the
Company's subsidiaries.
The Company intends to apply the gross proceeds from the sale of the Notes towards (i) the repayment of $ 650 million
principal amount under the Company’s existing revolving credit facility and (ii) the r edemption in full of the Company’s
outstanding Senior Notes due 2022. Fees and expenses associated with the Offering are expected to be paid using cash on
balance sheet.
***
The information in this announcement does not constitute 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 securi ties (an
"investor") or to whom any offer of securities is made will be deemed to have represented and agreed th at 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 acq uired 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 o ffer 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.
First Quantum Minerals 19-24
Page 2 of 2
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 an d 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 ag reement
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 offeri ng of the
securities referred to herei n 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.
First Quantum's address is set out below. For further information, including obtaining a copy, once filed, of the report required to be filed
with applicable securities regulators in respect of the matters described in this news release, please contact First Quantum at one of the
numbers listed at the end of this news release.
Suite 2600, Three Bentall Centre
595 Burrard Street, P.O. Box 49314
V7X 1L3
Tel: +1 416 361 6400
Toll Free: +1 888 688 6577
For further information visit our website at www.first-quantum.com
North American contact: Lisa Doddridge, Director, Investor Relations
Tel: (416) 361-3400 Toll free: 1 (888) 688-6577
United Kingdom contact: Clive Newall, President
Tel: +44 7802 721663
E-Mail: [email protected]
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. Such forward -looking statements or information involve
known and unknown risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements of the
Company to be materially different from any future results, financial condition, performance or achievements expressed or implied by such forward-looking
statements or information. Such factors may include, among others, those factors disclosed in the Company's documents filed from time to time with the
Alberta, British Columbia, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Ontario Securities Commissions,
the Autorité des marchés financiers in Quebec, the United States Securities and Exchange Commission and the London Stock Exchange.
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 ma de 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 other wise 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.