(In United States dollars, except "C$" for
Canadian dollars where noted)
TORONTO, Feb. 21,
2024 /PRNewswire/ - First Quantum Minerals Ltd.
("First Quantum" or the "Company") (TSX: FM) announces that it has
entered into an agreement with a syndicate of underwriters led by
RBC Capital Markets, BMO Capital Markets and Goldman Sachs as joint
book-runners (collectively, the "Underwriters") pursuant to which
the Underwriters have agreed to purchase, on a bought deal basis,
121,680,000 common shares of First Quantum ("Common Shares") at a
price of C$11.10 per Common Share
(the "Offering Price"), for aggregate gross proceeds of
approximately C$1,351 million
(approximately $1,000 million) (the
"Offering").
The Company has granted the Underwriters an over-allotment
option, exercisable in whole or in part at any time up to 30 days
after the closing of the Offering, to purchase up to an additional
18,252,000 Common Shares (representing 15% of the number of Common
Shares purchased pursuant to the Offering), at the Offering Price
(the "Over-Allotment Option").
The Company intends to use the net proceeds of the Offering to
repay certain indebtedness, enhance the Company's liquidity
profile, and for general corporate purposes.
The Offering is part of First Quantum's comprehensive
refinancing and balance sheet strengthening initiatives which
include:
- $500 million copper prepayment
agreement (announced yesterday and detailed in the Company's fourth
quarter and year-end 2023 results)
- The amendment and extension of its $2.2
billion corporate bank facilities that revises the leverage
covenant and extends the maturity profile to April 2027
- $1,000 million equity bought deal
offering (this Offering)
- $1,600 million senior secured
second lien notes offering, also announced today, February 21, 2024
Closing of the Offering is expected to occur on or about
February 29, 2024, subject to the
receipt of all necessary approvals, including the approval of the
Toronto Stock Exchange in accordance with its applicable listing
requirements, and shall be conditional on the satisfaction or
waiver of any condition precedent to the completion of each of the
transactions contemplated by: (i) the amendment, restatement and
accession agreement in respect of the Company's credit facilities;
and (ii) the note purchase agreement to be entered into among the
Company and certain initial purchasers; in each case, other than
the completion of the Offering and such other conditions thereunder
that by their nature are to be satisfied at or following the
closing of such transactions.
The Offering will be made in each of the provinces and
territories of Canada other than
Québec by way of a prospectus supplement to the Company's short
form base shelf prospectus dated August 18,
2023 (the "Prospectus Supplement") and may be offered in
the United States to "qualified
institutional buyers" pursuant to Rule 144A under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") and
in other jurisdictions outside Canada and the
United States pursuant to exemptions from prospectus and
registration requirements.
The Common Shares have not been, and will not be, registered
under the U.S. Securities Act or the securities laws of any state
of the United States and may not
be offered, sold or delivered, directly or indirectly, in
the United States (as such term is
defined in Regulation S under the U.S. Securities Act), except
pursuant to an exemption from the registration requirements of the
U.S. Securities Act and applicable state securities laws. This news
release does not constitute an offer to sell or solicitation of an
offer to buy any Common Shares in the
United States or in any jurisdiction in which such offer,
solicitation or sale is not permitted.
The Prospectus Supplement will be filed on SEDAR+ at
www.sedarplus.ca on or before February 22,
2024.
This news release should be read in conjunction with the News
Release dated February 21, 2024
"First Quantum Announces Comprehensive Refinancing Transactions as
Part of its Balance Sheet Strengthening Initiatives".
The Company will host a recorded webcast including a
presentation and prepared remarks from the executive team. It can
be accessed after 4:30pm on
February 21, 2024, at
https://www.gowebcasting.com/13179, or alternatively by phone
toll-free at 1-800-319-8560 (passcode: 86286#).
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 timing of closing of the
Offering, 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 satisfaction of the conditions to the
Underwriters' obligation to purchase the Offered Shares 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 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 made herein are expressly qualified by this cautionary
statement.
View original
content:https://www.prnewswire.com/news-releases/first-quantum-announces-1-000-million-equity-bought-deal-offering-as-part-of-comprehensive-refinancing-302068023.html
SOURCE First Quantum Minerals Ltd.
