9 May 2014 07:00

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NEWS RELEASE 14-21 May 8, 2014www.first-quantum.com Ā |
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FIRST QUANTUM MINERALS ANNOUNCES PRICING COMPLETION OF NOTES OFFERING
(In United States dollars, except where noted otherwise)
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NOTĀ FOR RELEASE OR DISTRIBUTIONOR PUBLICATIONĀ INĀ WHOLE OR IN PART IN OR INTOĀ THE UNITED STATES, AUSTRALIA ORĀ JAPAN
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First Quantum Minerals Ltd. ("First Quantum" or the "Company", TSX Symbol "FM", LSE Symbol "FQM") today announced that itĀ has successfully completed the pricing of its offering ofĀ SeniorĀ Notes due 2022Ā (the "Notes"), which was announced on Tuesday May 6, 2014. The original offering amount of $650 million has been increased to $850 million.
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Interest on the Notes will accrue at the rate of 7.25% per annum. Closing and funding are expected to take place on or about May 13, 2014, subject to customary conditions precedent for similar transactions.
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The Notes will beĀ senior obligationsĀ ofĀ the CompanyĀ and will be guaranteed by certain ofĀ the Company's subsidiaries.Ā Interest will be payable semi-annually.Ā
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The CompanyĀ intends to use theproceeds ofĀ the offering to partially repay (without cancelling) the Company's revolving credit facility and to pay fees associated with the Offering.
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This announcement is notĀ anĀ offer of securitiesĀ for sale inĀ the UnitedĀ States orĀ any otherĀ jurisdiction. SecuritiesĀ may not beĀ offeredĀ orĀ soldĀ inĀ theĀ United States unless theyĀ areĀ registeredĀ orĀ areĀ exemptĀ fromĀ registration.Ā The CompanyĀ doesĀ not intendĀ to registerĀ any portionĀ of thisĀ offering inĀ theĀ United States or to conduct a public offering in theĀ United States or any otherĀ jurisdiction.Ā Any public offering of securitiesĀ toĀ be madeĀ in theĀ UnitedĀ StatesĀ would bemade by meansĀ of a prospectus thatĀ would contain detailed information about the Company and its management,Ā as well as financial statements. CopiesĀ of this announcement areĀ not being, andĀ should notĀ be,Ā distributedĀ in orĀ sent into theĀ UnitedĀ States.
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It may be unlawful to distributeĀ this announcement in certainĀ jurisdictions. This announcement is not for distribution in theĀ United States, JapanĀ or Australia.Ā The information in thisĀ announcement doesĀ not constitute an offer of securities for saleĀ in theĀ United States, Canada, JapanĀ or Australia.
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In memberĀ states of theĀ EEA,Ā this announcement andĀ any offer of securitiesĀ if madeĀ subsequently is directedĀ only at persons who areĀ "qualified investors" withinĀ theĀ meaning of ArticleĀ 2(1)(e)Ā of the Prospectus DirectiveĀ ("Qualified Investors"). Any person in theĀ EEAĀ who acquires securities in any offerĀ of securitiesĀ (an "investor") or to whom any offer of securities is made willĀ be deemedĀ to have representedĀ andĀ agreedĀ that it isaĀ Qualified Investor. Any investor will also beĀ deemedĀ to haveĀ represented and agreedĀ that any securities acquired by it inĀ the offerhaveĀ notĀ beenĀ acquiredĀ onĀ behalfĀ ofĀ personsin theĀ EEA other than Qualified Investors or persons in the UK and other Member States (whereĀ equivalentĀ legislation exists) for whom theĀ investorĀ has authority to makeĀ decisions on a wholly discretionary basis,norĀ haveĀ theĀ securities beenĀ acquiredĀ withĀ a view to their offer orĀ resaleĀ in the EEA to personsĀ whereĀ this wouldĀ result inĀ aĀ requirement forĀ publicationĀ byĀ theĀ CompanyĀ of aĀ prospectus pursuantĀ to ArticleĀ 3 of theĀ Prospectus Directive.Ā The Company andĀ others will rely upon thetruth andĀ accuracy of theforegoing representationsĀ and agreements.
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This communication is only directed at (i) personsĀ whoĀ areĀ outsideĀ theĀ United KingdomĀ or (ii) investment professionals falling withinĀ Article19(5)Ā of theĀ Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii)Ā the highĀ net worth entities, and other persons towhom it may lawfully beĀ communicated, falling withinĀ ArticleĀ 49(2)(a)Ā to (d) ofthe OrderĀ (all suchĀ personsĀ together being referred to asĀ "relevantĀ persons"). The securities areĀ only available to, andĀ any invitation,Ā offer orĀ agreementĀ toĀ subscribe,Ā purchaseĀ or otherwiseĀ acquire such securities will be engaged in onlyĀ with relevantĀ persons. Any person who is not a relevant person should notĀ act or rely on thisĀ communication orĀ any of itsĀ contents.
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This announcement is not, and under noĀ circumstances isto beĀ construed as, a prospectus, an advertisement or a public offering ofĀ theĀ securitiesĀ referredĀ to herein inĀ Canada. No securitiesĀ commission or similar regulatory authorityĀ in Canada has reviewedĀ or in any way passed upon this announcement or theĀ merits of the securities referredĀ to herein, and any representation to theĀ contraryĀ is an offence.
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First Quantum's address is set out below.Ā ForĀ further information, includingĀ obtainingĀ aĀ copy,Ā once filed, of the report requiredĀ toĀ beĀ filedwithĀ applicable securities regulators in respectĀ of the matters describedĀ inĀ thisĀ news release, please contactĀ First Quantum at one of the numbers listed at the end ofĀ this newsĀ release.
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8th Floor,
543 Granville Street
Vancouver, V6C 1X8
British Columbia
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+1 604-688-6577
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On Behalf of the Board of Directors 12g3-2b-82-4461
of First Quantum Minerals Ltd. Listed in Standard and Poor's
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G. Clive Newall
President
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For further information visit our website at www.first-quantum.com
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North American contact: Sharon Loung, Director, Investor RelationsTel: (647) 346-3934 Fax: (604) 688-3818 Toll Free: 1 (888) 688-6577 E-Mail: sharon.loung@fqml.comĀ United Kingdom contact: Clive Newall, PresidentTel: +44 140 327 3484 Fax: +44 140 327 3494 E-Mail: clive.newall@fqml.com
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Cautionary statement on forward-looking information
Certain information containedin this news release constitutes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and forward-lookinginformation under applicable Canadian securities legislation.Such forward-looking statements or information involve known and unknown risks, uncertainties, and other factors which may cause theactual results, performance or achievements of the Company to be materially different from any future results, 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.
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