9 May 2014 07:00
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NEWS RELEASE 14-21 May 8, 2014www.first-quantum.com Β |
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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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NOTΒ FOR RELEASE OR DISTRIBUTIONOR PUBLICATIONΒ INΒ WHOLE OR IN PART IN OR INTOΒ THE UNITED STATES, AUSTRALIA ORΒ JAPAN
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First Quantum Minerals Ltd. ("First Quantum" or the "Company", TSX Symbol "FM", LSE Symbol "FQM") today announced that itΒ has successfully completed the pricing of its offering ofΒ SeniorΒ Notes due 2022Β (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 beΒ senior obligationsΒ ofΒ the CompanyΒ and will be guaranteed by certain ofΒ the Company's subsidiaries.Β Interest will be payable semi-annually.Β
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The CompanyΒ intends to use theproceeds ofΒ 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 notΒ anΒ offer of securitiesΒ for sale inΒ the UnitedΒ States orΒ any otherΒ jurisdiction. SecuritiesΒ may not beΒ offeredΒ orΒ soldΒ inΒ theΒ United States unless theyΒ areΒ registeredΒ orΒ areΒ exemptΒ fromΒ registration.Β The CompanyΒ doesΒ not intendΒ to registerΒ any portionΒ of thisΒ offering inΒ theΒ United States or to conduct a public offering in theΒ United States or any otherΒ jurisdiction.Β Any public offering of securitiesΒ toΒ be madeΒ in theΒ UnitedΒ StatesΒ would bemade by meansΒ of a prospectus thatΒ would contain detailed information about the Company and its management,Β as well as financial statements. CopiesΒ of this announcement areΒ not being, andΒ should notΒ be,Β distributedΒ in orΒ sent into theΒ UnitedΒ States.
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It may be unlawful to distributeΒ this announcement in certainΒ jurisdictions. This announcement is not for distribution in theΒ United States, JapanΒ or Australia.Β The information in thisΒ announcement doesΒ not constitute an offer of securities for saleΒ in theΒ United States, Canada, JapanΒ or Australia.
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In memberΒ states of theΒ EEA,Β this announcement andΒ any offer of securitiesΒ if madeΒ subsequently is directedΒ only at persons who areΒ "qualified investors" withinΒ theΒ meaning of ArticleΒ 2(1)(e)Β of the Prospectus DirectiveΒ ("Qualified Investors"). Any person in theΒ EEAΒ who acquires securities in any offerΒ of securitiesΒ (an "investor") or to whom any offer of securities is made willΒ be deemedΒ to have representedΒ andΒ agreedΒ that it isaΒ Qualified Investor. Any investor will also beΒ deemedΒ to haveΒ represented and agreedΒ that any securities acquired by it inΒ the offerhaveΒ notΒ beenΒ acquiredΒ onΒ behalfΒ ofΒ personsin theΒ EEA other than Qualified Investors or persons in the UK and other Member States (whereΒ equivalentΒ legislation exists) for whom theΒ investorΒ has authority to makeΒ decisions on a wholly discretionary basis,norΒ haveΒ theΒ securities beenΒ acquiredΒ withΒ a view to their offer orΒ resaleΒ in the EEA to personsΒ whereΒ this wouldΒ result inΒ aΒ requirement forΒ publicationΒ byΒ theΒ CompanyΒ of aΒ prospectus pursuantΒ to ArticleΒ 3 of theΒ Prospectus Directive.Β The Company andΒ others will rely upon thetruth andΒ accuracy of theforegoing representationsΒ and agreements.
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This communication is only directed at (i) personsΒ whoΒ areΒ outsideΒ theΒ United KingdomΒ or (ii) investment professionals falling withinΒ Article19(5)Β of theΒ Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii)Β the highΒ net worth entities, and other persons towhom it may lawfully beΒ communicated, falling withinΒ ArticleΒ 49(2)(a)Β to (d) ofthe OrderΒ (all suchΒ personsΒ together being referred to asΒ "relevantΒ persons"). The securities areΒ only available to, andΒ any invitation,Β offer orΒ agreementΒ toΒ subscribe,Β purchaseΒ or otherwiseΒ acquire such securities will be engaged in onlyΒ with relevantΒ persons. Any person who is not a relevant person should notΒ act or rely on thisΒ communication orΒ any of itsΒ contents.
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This announcement is not, and under noΒ circumstances isto beΒ construed as, a prospectus, an advertisement or a public offering ofΒ theΒ securitiesΒ referredΒ to herein inΒ Canada. No securitiesΒ commission or similar regulatory authorityΒ in Canada has reviewedΒ or in any way passed upon this announcement or theΒ merits of the securities referredΒ to herein, and any representation to theΒ contraryΒ is an offence.
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First Quantum's address is set out below.Β ForΒ further information, includingΒ obtainingΒ aΒ copy,Β once filed, of the report requiredΒ toΒ beΒ filedwithΒ applicable securities regulators in respectΒ of the matters describedΒ inΒ thisΒ news release, please contactΒ First Quantum at one of the numbers listed at the end ofΒ this newsΒ 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.comΒ 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
CertainΒ informationΒ containedinΒ thisΒ newsΒ release constitutes "forward-lookingΒ statements" within theΒ meaningΒ of the Private Securities LitigationΒ ReformΒ ActΒ of 1995 andΒ forward-lookinginformationΒ under applicable Canadian securities legislation.Such forward-looking statements orΒ information involve known and unknownΒ risks, uncertainties, and other factors whichΒ may cause theactual results, performance orΒ achievements of the CompanyΒ toΒ beΒ materiallyΒ different from any future results, performance orΒ achievements expressed orΒ impliedΒ byΒ such forward-looking statements or information. Such factors mayΒ include, among others, those factors disclosed inΒ the Company's documents filed from time to time with the Alberta, British Columbia, Saskatchewan, Manitoba, New Brunswick,Β Nova Scotia, Prince EdwardΒ Island, Newfoundland and Ontario Securities Commissions, the AutoritΓ© desΒ marchΓ©s financiers inΒ Quebec, theΒ United States Securities and Exchange Commission and theΒ LondonΒ StockΒ Exchange.
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