First Quantum Minerals to sell Las Cruces mine

Executive Summary

• First Quantum Minerals Ltd. has entered into a binding agreement to sell its wholly owned subsidiary, Cobre Las Cruces SAU, and the Las Cruces mine in Spain to Global Panduro SLU.
• The total transaction value is up to $190 million, structured with immediate cash, loan notes, deferred milestone payments, and a contingent earnout.
• The sale is subject to regulatory approvals and is expected to close in the first half of 2026, paving the way for Global Panduro to develop the polymetallic primary sulphide project.

Key Details

• Buyer: Global Panduro SLU, a company controlled by funds managed by Resource Capital Funds (RCF).
• Total Consideration: Up to $190 million (in U.S. dollars).
• Payment Structure:
  • Cash at Closing: $45 million.
  • Loan Note: Approximately $65 million issued to the seller (subject to working capital adjustments).
  • Deferred Payments: Up to $80 million tied to specific project development milestones.
  • Earnout: A contingent deferred payment of 10% of proceeds over and above an agreed internal-rate-of-return threshold, tied to exit and liquidity events.
• Closing Timeline: Expected during the first half of 2026, subject to customary conditions and regulatory approvals.
• Asset Description: The Las Cruces site is located ~20 km northwest of Seville, Spain. It previously produced copper cathodes (2009–2021) and completed tailings reprocessing (2021–2023).
• Future Plans: An updated NI 43-101 technical report (Feb 2024) outlines plans for next-phase redevelopment via a new underground mine feeding a polymetallic refinery to produce copper, zinc, lead, and silver.
• Advisers:
  • First Quantum: BMO Capital Markets (Financial Adviser), Simmons & Simmons (Legal Adviser).
  • RCF: Norton Rose Fulbright (Legal Adviser).