FIRST QUANTUM MINERALS ANNOUNCES PRICING OF $1,600 MILLION SENIOR SECURED SECOND LIEN NOTES OFFERING (In United States dollars, except where noted otherwise)
NEWS RELEASE
24-07
February 22, 2024
www.first-quantum.com
FIRST QUANTUM MINERALS ANNOUNCES PRICING OF $1,600 MILLION SENIOR
SECURED SECOND LIEN NOTES OFFERING
(In United States dollars, except where noted otherwise)
Toronto, Ontario (February 22, 2024) - First Quantum Minerals Ltd. (“First Quantum” or the “Company”) (TSX: FM)
announces that it has successfully completed the pricing of its offering (the “Offering”) o f $1,600 million aggregate
principal amount of 9.375% senior secured second lien due 2029 (the “Notes”). The issue price of the Notes is
100.000%.
Interest on the Notes will accrue from the issue date at a rate of 9.375% per annum and will be payable semiannually.
Settlement is expected to take place on or about February 29, 2024, subject to customary conditions precedent for
similar transactions. The Notes will be senior obligations of the Company and will rank equally in right of payment
with all of the Company’s existing and future senior debt and senior in right of payment to all of the Company’s existing
and future subordinated debt. The Notes will be guaranteed, jointly and severally, on a senior basis by the guarantors
(the “Guarantors”) described in the offering memorandum for the Offering (the “Guarantees”). The Guarantees will
rank equally in right of payment to all existing and future senior debt of the Guarantors. The obligations of the
Company under the Notes and the Guarantors under the Guarantees will be secured on a second-priority basis by a
lien on all of the Company’s and the Guarantors’ assets that secure the Company’s and the Guarantors’ obligations
under certain of the Company’s credit facilities as described in the offering memorandum relating to the Offering.
The Company intends to apply the net proceeds from the Offering towards the redemption of all of its outstanding
senior notes due 2025 and 2026.
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]
IMPORTANT DISCLAIMER
The information in this announcement does not constitute a 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 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 securities (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 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 Notes 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 securities referred to herein 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.
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
uses of proceeds of the Offering. 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 Notes on terms that
are acceptable to the Company, the timing of the closing of the Offering 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 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 Compa ny 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 Notes 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 Notes or otherwise 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.