VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb. 10, 2014) -
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES
First Quantum Minerals Ltd. ("First Quantum" or the "Company") (TSX:FM)(LSE:FQM) announced today that, as of 5:00 p.m., New York City time, on February 7, 2014 (the "Expiration Time"), the previously announced consent solicitation (the "Solicitation") with respect to its 7.25% Senior Notes due 2019 (the "Notes") had expired. The Company received validly delivered consents in the Solicitation from holders of at least a majority in aggregate principal amount of Notes outstanding, and the proposed amendments (the "Proposed Amendments") to the indenture governing the Notes were therefore approved. The Company expects to execute a supplemental indenture to give effect to the Proposed Amendments on or about February 12, 2014.
The Company will make a cash payment (the "Consent Payment") of $10.00 per $1,000 in principal amount of Notes to each holder of Notes who validly delivered a duly executed consent on or prior to the Expiration Time and who did not validly revoke such consent.
The complete terms and conditions of the Solicitation are described in the Consent Solicitation Statement dated January 27, 2014 (the "Solicitation Statement").
This news release is not, and under no circumstances is to be construed as, an offer to sell, or a solicitation of an offer to buy, any securities. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this announcement or the merits of the securities referred to herein, and any representation to the contrary is an offense.
This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. This announcement does not describe all the material terms of the Solicitation and no decision should be made by any holder of Notes on the basis of this announcement. The complete terms and conditions of the Solicitation were described in the Solicitation Statement.
Offer and Distribution Restrictions
None of this announcement, the Solicitation Statement or any related documents constitute an invitation to participate in the Solicitation in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. Persons into whose possession either this announcement or the Solicitation Statement comes are required by each of the Company, the guarantors of the Notes, the solicitation agents and the information and tabulation agent to inform themselves about, and to observe, any such restrictions.
Each holder of Notes participating in the Solicitation was deemed to give certain representations as set out in the Solicitation Statement. Each of the Company, the solicitation agents and the information and tabulation agent reserve the right, in their absolute discretion, to investigate, in relation to any consent in respect of Notes delivered pursuant to the Solicitation, whether any such representation given by a holder of Notes is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such consent shall not be accepted.
About First Quantum
First Quantum is a leading international mining company with a global portfolio of copper and nickel assets located in Africa, Australia, South America and Europe. The Company is listed on the Toronto and London Stock Exchanges.
Forward Looking Information
Certain statements and information in this press release, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to the anticipated completion of the Solicitation and the payment of the Consent Payment. 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", "projects", "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 in this press release, First Quantum has made numerous assumptions. Although management of First Quantum believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that any forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature involve known and unknown risks, uncertainties and other factors which may cause our 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 risks, uncertainties and other factors include, but are not limited to, uncertainties surrounding the Company's capital and financing structure following completion of the Solicitation.
See First Quantum'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, many of which are beyond its control, which might cause actual results, performances, achievements or events to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.
While First Quantum may elect to update the forward-looking statements or information at any time, the Company does not undertake to update them at any particular time or in response to any particular event, other than as may be required by applicable securities laws. Investors and others should not assume that any forward-looking statement or information in this press release represent management's estimate as of any date other than the date of this press release.
For further information visit our web site at www.first-quantum.com.