First Quantum launches tender for 2027 senior notes

Mr. James Devas reports FIRST QUANTUM MINERALS ANNOUNCES CASH TENDER OFFER TO PURCHASE ANY AND ALL OF ITS OUTSTANDING 6.875% SENIOR NOTES DUE 2027 First Quantum Minerals Ltd. has commenced an offer to purchase for cash (the tender offer) any and all of its outstanding 6.875 per cent senior notes due 2027 from holders of the notes, as further described in the offer to purchase dated the date hereof and the related notice of guaranteed delivery (in United States dollars, except where noted otherwise). The tender offer will expire at 5 p.m. ET on Aug. 12, 2025 (such date, as may be extended, the expiration date). The consideration for each $1,000 principal amount of notes tendered prior to the expiration date and accepted for purchase pursuant to the tender offer shall be the notes consideration and will be calculated by the dealer managers (as defined below) as set forth in the attached table in a manner described in the offer to purchase by reference to the fixed spread specified below plus the yield based on the bid-side price of the U.S. Treasury reference security specified below as quoted on the Bloomberg Bond Trader FIT3 series of pages at 2 p.m. ET, on the date referred to in the offer to purchase as the "price determination date." In addition, holders who validly tender and do not validly withdraw their notes in the tender offer will be paid a cash amount equal to accrued and unpaid interest from the last interest payment date up to, but not including, the settlement date (as defined in the offer to purchase). For the avoidance of doubt, any notes accepted for purchase pursuant to the offer will cease to accrue interest on and after the settlement date. Tendered notes may be withdrawn at any time at or prior to the expiration date and no tenders will be valid if submitted after the expiration date. Upon completion of the tender offer, the notes accepted for purchase will be canceled. Notes may be tendered and accepted for payment only in principal amounts equal to authorized denominations described above. Holders who tender less than all of their notes must continue to hold such notes in the applicable minimum authorized denomination. The purpose of the tender offer is to acquire any and all of the aggregate principal amount of the outstanding notes as part of a refinancing transaction pursuant to which the company expects to issue, on or prior to the settlement date new senior notes on terms and conditions reasonably satisfactory to the company. The proceeds of the new notes are expected be used, among other things, to purchase notes pursuant to the tender offer and redeem notes not tendered in the tender offer pursuant to the redemption (as defined below). There can be no assurance that the company will be able to complete the new notes issuance and satisfy the financing conditions (as defined below). Subject to the satisfaction of the financing conditions, the company intends to redeem any notes that are not validly tendered and accepted for purchase in the tender offer on or after Oct. 15, 2025, in accordance with the terms of the indenture governing the notes at the then-applicable redemption price of 100.000 per cent, plus accrued and unpaid interest to (but not including) the applicable date of redemption. However, the company cannot assure you that such remaining notes will be so redeemed. The company, in its sole discretion, may also deposit amounts required to finance the redemption into an account designated by the trustee, in accordance with the satisfaction and discharge provisions of the indenture on or after the settlement date. For the avoidance of doubt, this announcement does not constitute a notice of redemption. In the event that the company does not consummate the redemption or satisfaction and discharge of the indenture, it may otherwise acquire any notes that remain outstanding after the expiration date, through open market or privately negotiated transactions, one or more additional tender offers, or otherwise, upon such terms and at such prices as the company may determine, which may be more or less than the prices to be paid pursuant to the tender offer or in a redemption pursuant to the terms of the indenture. In addition, pursuant to the terms of the indenture, in connection with certain tender offers for the notes, if holders of not less than 90 per cent in aggregate principal amount of outstanding notes validly tender and do not validly withdraw such notes in such tender offer and the company purchases all of the notes validly tendered and not validly withdrawn by such holders, all of the holders will be deemed to have consented to such tender offer, and, accordingly, the company will have the right to redeem all notes that remain outstanding following such purchase at a price equal to the price offered to each other holder in such tender offer. The consummation of the tender offer and the company's obligation to accept for purchase, and to pay for, notes validly tendered (and not validly withdrawn) pursuant to the tender offer are subject to the satisfaction of or waiver of the following conditions: (a) the successful completion by the company of the new notes issuance, the proceeds of which will be sufficient to finance (i) the purchase of all outstanding notes in the tender offer and (ii) the redemption, all on terms and conditions acceptable to the company in its sole discretion; and (b) satisfaction of the other conditions set forth in the offer to purchase. The company reserves the right to amend or waive any of the conditions of the tender offer, in whole or in part, at any time or from time to time, in its sole discretion. Subject to applicable laws, the company reserves the right (i) to waive or modify in whole or in part any and all conditions to the tender offer, (ii) to extend the expiration date with respect to the tender offer, (iii) to modify or terminate the tender offer, (iv) to decrease the principal amount of the relevant notes subject to the tender offer, or (v) to otherwise amend the tender offer in any respect. Copies of documents relating to the tender offer may be obtained from Kroll Issuer Services Ltd., the tender and information agent on-line, by telephone at 44-20-7704-0880 or by e-mail at [email protected]. The company has engaged J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, BMO Capital Markets Corp. and Societe Generale to serve as dealer managers for the tender offer. Questions regarding the tender offer should be directed to dealer managers using the following contact information, as applicable: J.P. Morgan Securities LLC by telephone at 1-866-834-4666 (U.S. toll-free) or 1-212-834-7489 (U.S. collect); Goldman Sachs & Co. LLC by telephone at: 1-212-357-1452 (U.S. collect), 1-800-828-3182 (toll-free) or 44-207-774-4836 (Europe); BMO Capital Markets Corp. by telephone at: 1-833-418-0762 (U.S. toll-free) or 1-212-702-1840 (U.S. collect); Société Générale by telephone at: 33-0-1-42-13-32-4 or 1-855-881-2108 (U.S. toll-free). We seek Safe Harbor.