VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 20, 2015) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
First Quantum Minerals Ltd. ("First Quantum" or the "Company") (TSX:FM)(LSE:FQM) today announced that it has filed a preliminary short form prospectus in Canada in connection with an overnight-marketed public offering of common shares to raise approximately Cdn$1.25 billion (the "Offering"). The Offering will be conducted through a syndicate of underwriters led by RBC Capital Markets and Goldman Sachs Canada Inc. (collectively, the "Underwriters"). In addition, the Company has agreed to grant the Underwriters an over-allotment option to purchase that number of additional common shares of First Quantum equal to 15% of the common shares sold pursuant to the Offering, exercisable at any time, in whole or in part, up to 30 days from the closing of the Offering (the "Over-Allotment Option"). If the Over-Allotment Option is exercised in full, the total gross proceeds to First Quantum will be approximately Cdn$1.44 billion.
The Offering will be priced in Canadian dollars in the context of the market, with the final terms of the Offering to be determined at the time of pricing.
The Company intends to use the net proceeds of the Offering to advance and expand existing production facilities, to increase financial flexibility through the reduction of net debt, and for general corporate purposes, including strategic investments to further enhance its returns and growth pipeline.
The common shares will be sold publicly in all provinces of Canada, except Québec, and in other jurisdictions pursuant to available exemptions from registration under applicable securities laws. Closing of the Offering is expected to occur on or about June 4, 2015 and is subject to receipt of all necessary regulatory approvals, including the approval of the Toronto Stock Exchange.
This news release is not an offer of securities for sale in the United States. The securities described above have not been and will not be registered under the U.S. Securities Act of 1933, and may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, or an applicable exemption from the registration requirements thereof.
On Behalf of the Board of Directors of First Quantum Minerals Ltd.
G. Clive Newall, President
12g3-2b-82-4461
Listed in Standard and Poor's
For further information visit our website at www.first-quantum.com.
Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Investors are cautioned that forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause actual 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 statements include comments regarding the completion and terms of the proposed Offering and the use of proceeds therefrom. Factors that could cause actual results to differ materially include: the ability to settle the terms of the Offering and to satisfy conditions of the Offering; the failure to receive regulatory approvals with respect to the Offering; changes in the prices of copper, gold, nickel, zinc, pyrite, PGE, cobalt and/or sulphuric acid; and changes in Canadian, U.S. and United Kingdom securities markets.
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 commodity prices, anticipated costs and expenditures, the state of the Canadian, U.S. and United Kingdom securities markets 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, future production volumes and costs, costs for inputs such as oil, power and sulphur, political stability in Zambia, Peru, Mauritania, Finland, Spain, Turkey, Panama, Argentina and Australia, adverse weather conditions in Zambia, Finland, Spain, Turkey and Mauritania, labour disruptions, mechanical failures, water supply, procurement and delivery of parts and supplies to the operations, and the production of off-spec material.
See the Company's Annual Information Form 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 qualified by this cautionary statement.
This announcement and the Offering are only addressed to, and directed at, persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended, including by Directive 2010/73/EU) ("Qualified Investors"). In addition, in the United Kingdom, this announcement and the Offering are addressed to, and directed only at, Qualified Investors who: (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) are other persons to whom they may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). This announcement and the Offering must not be acted on or relied on: (i) in the United Kingdom, by persons who are not Relevant Persons; and (ii) in any member state of the EEA other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement and the Offering relate is available only to Relevant Persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom, and will be engaged in only with such persons. This announcement contains no offer to the public within the meaning of section 102B of the Financial Services and Markets Act 2000, as amended ("FSMA") or otherwise.