Mr. Tristan Pascall reports

FIRST QUANTUM ANNOUNCES COMPREHENSIVE REFINANCING TRANSACTIONS AS PART OF ITS BALANCE SHEET STRENGTHENING INITIATIVES

First Quantum Minerals Ltd. has four balance sheet strengthening initiatives:

• $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-billion bought deal offering of common shares;
• $1.6-billion senior secured second-lien note offering.

These transactions will, when completed, provide the company with strong liquidity, sustainable leverage and a solid financial position on which to deliver its operational objectives. The company will redeem all of its outstanding senior notes due 2025, redeem all of its outstanding notes due 2026 and continue to finance the completion of the S3 expansion project at Kansanshi with all material debt amortization being deferred until June, 2025.

Highlights of the refinancing:

• Enhances the company's liquidity to $2.0-billion (including the copper prepayment agreement);
• Reduces the company's net leverage to 2.3 times;
• Increases the company's financial flexibility;
• Provides covenant headroom, increasing net leverage test from 3.50 times to 5.75 times for the near term;
• Extends the company's maturity profile, providing runway to complete the S3 expansion and enable a pathway toward resolution in Panama.

"It is pleasing to announce these four transactions as part of our holistic approach to strengthen the balance sheet. Today's actions result in a capital structure that will enable us to deliver the S3 expansion, which will return the company to a position of strong free cash flow generation. We continue to be committed to working with the government of Panama on the responsible stewardship of Cobre Panama with the implementation of our preservation and safe management plan. At the same time, I remain confident that we can reach a resolution that will deliver the best outcome for the people of Panama and for First Quantum," commented Tristan Pascall, chief executive officer of First Quantum. "I would like to thank our lenders, bondholders and shareholders for their support on these transactions and their confidence in the outlook of the company."

The company will continue to advance additional initiatives, including asset and stake sales, in a disciplined manner and only to the extent that is in the best interest of the company.

The disclosure of material uncertainty in the company's news release, consolidated financial statements, and management's discussion and analysis dated Feb. 20, 2024, did not take into account today's announced transactions and the revised covenants, which will be effective following the closing of these transactions.

Amendments to bank facility

First Quantum announces that it has amended its original term loan and revolving credit facility to extend its maturity and defer the amortization of the term loan.

The amended and extended $2,243-million facility is composed of a $943-million term loan facility and a $1.3-billion revolving credit facility. The facility is syndicated to a group of long-standing relationship banks of First Quantum, with all existing lenders consenting to the amendments in the new facility.

The amended terms, which will become effective upon completion of the offerings and the 2025 note redemption, will extend the debt maturity profile of the facility to April, 2027, remove all material debt amortization until June, 2025, and reduce per annum debt amortization in the year which follows.

The amendments to the facility also provide the company with additional liquidity headroom and increases the net leverage covenant from 3.50 times to 5.75 times net debt/earnings before interest, taxes, depreciation and amortization until June 30, 2025. The net leverage covenant will be reduced to 5.00 times between July 1, 2025, and Dec. 31, 2025, 4.25 times between Jan. 1, 2026, and June 30, 2026, and 3.75 times thereafter.

$1-billion equity bought deal offering

First Quantum also 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 bookrunners pursuant to which the underwriters have agreed to purchase, on a bought deal basis from the company, 121.68 million common shares of First Quantum at a price of $11.10 per common share, for aggregate gross proceeds of $1,351-million (approximately $1-billion).

This news release should be read in conjunction with the news release dated Feb. 21, 2024, "First Quantum Announces $1,000-Million Equity Bought Deal Offering as Part of Comprehensive Refinancing."

$1.6-billion senior secured second-lien note offering

First Quantum further announces that it is launching an offering of $1.6-billion aggregate principal amount of senior secured second-lien notes due 2029 in a private offering, subject to market and other customary conditions. The notes will be senior secured second-lien obligations of the company and will be guaranteed by certain of the company's subsidiaries. The notes will be offered solely to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and to non-U.S. persons in accordance with Regulation S under the U.S. Securities Act.

This news release should be read in conjunction with the news release dated Feb. 21, 2024, "First Quantum Announces $1,600-Million Senior Secured Second Lien Notes Offering as Part of Comprehensive Refinancing."

Goldman Sachs acted as strategic financial adviser to the company with respect to its capital structure and the holistic balance sheet initiatives.

We seek Safe Harbor.