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First Quantum Minerals Ltd. Announces Results of Tender Offers



First Quantum Minerals Ltd. ("First Quantum" or the "Company") (TSX: FM) today announced the results of its offers to purchase for cash (i) any and all of its US$350,000,000 aggregate principal amount outstanding 7.25% Senior Notes due 2019 (the "2019 Notes") and (ii) any and all of its US$1,120,498,000 aggregate principal amount outstanding 6.75% Senior Notes due 2020 (the "2020 Notes", and together with the 2019 Notes, the "Notes") from holders of the Notes ("Holders"), as further described in the offer to purchase dated March 13, 2017 (the "Offer to Purchase"). The offer to purchase the 2019 Notes and the offer to purchase the 2020 Notes are collectively referred to herein as the "Offers". The Offers expired at 5:00 p.m., New York City time, on March 17, 2017 (the "Expiration Date"). The Offers were made upon the terms and conditions set out in in the Offer to Purchase and the related Notice of Guaranteed Delivery. Capitalized terms used but not otherwise defined in this press release shall have the meanings given to them in the Offer to Purchase.

The Company announces that US$232,979,000 aggregate principal amount of 2019 Notes and US$833,348,000 aggregate principal amount of 2020 Notes were validly tendered and not withdrawn at or prior to the Expiration Date and will be accepted for purchase by the Company. These amounts include US$278,000 aggregate principal amount of 2020 Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase, the purchase of which by the Company remains subject to the Holders' performance of the delivery requirements under such procedures.


     Notes              CUSIP Number                       ISIN
  7.25% Senior        Reg S: C3535CAB4             Reg S: USC3535CAB49
 Notes due 2019        144A: 335934AA3              144A: US335934AA33
  6.75% Senior        Reg S: C3535CAC2             Reg S: USC3535CAC22
 Notes due 2020        144A: 335934AD7              144A: US335934AD71

                                  Principal Amount
                    Aggregate         Following
                Principal Amount  Completion of the
     Notes         Accepted(1)        Offers(1)      Notes Consideration(2)
  7.25% Senior   US$232,979,000    US$117,021,000         US$1,038.50
 Notes due 2019
  6.75% Senior   US$833,348,000    US$287,150,000         US$1,036.00
 Notes due 2020
(1)   Assumes that all 2020 Notes tendered pursuant to the guaranteed
      delivery procedures are delivered to the Tender and Information Agent
      at or prior to 5:00 p.m., New York City time, on March 21, 2017 and
      otherwise in accordance with the Notice of Guaranteed Delivery.

(2)   Per US$1,000 principal amount of Notes accepted for purchase and
      excluding Accrued Interest.

The Company will pay the applicable Notes Consideration with respect to Notes accepted for purchase promptly after the Expiration Date, which is expected to be March 22, 2017 (the "Settlement Date"). In addition, Holders of Notes accepted for purchase in the Offers will be paid a cash amount equal to accrued and unpaid interest from the last interest payment date up to, but not including, the applicable Settlement Date ("Accrued Interest"). Notes purchased in the Offers will be retired and cancelled.

Subject to the satisfaction of certain conditions, the Company intends to redeem the 2019 Notes and 2020 Notes that are not validly tendered and accepted for purchase in the Offers in accordance with the terms of the applicable Indenture governing such Notes, at the then applicable redemption prices of 103.625% and 103.375%, respectively, plus accrued and unpaid interest to (but not including) the applicable date of redemption, which is expected to be April 12, 2017.

Barclays Capital Inc., BNP Paribas and J.P. Morgan Securities LLC acted as "Dealer Managers" for the Offers. In connection with the Offers, Lucid Issuer Services Limited was appointed as tender agent and as information agent (in such capacities, the "Tender and Information Agent"). Holders with questions about the Offers should contact the Dealer Managers or the Tender and Information Agent.


This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the securities described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Offers were made solely pursuant to the Offer to Purchase.

Questions may be directed to the Tender and Information Agent or the Dealer Managers at their addresses set forth below.

The Tender and Information Agent for the Offers was:

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Telephone: +44 20 7704 0880

Fax: +44 20 3004 1590

Attention: Thomas Choquet

Email: [email protected]

The Dealer Managers for the Offers were:

                            Barclays Capital Inc.

                             745 Seventh Avenue
                          New York, New York 10019
                          United States of America
                      Attn: Liability Management Group
                       U.S. Collect: +1 (212) 528-7581
                       U.K. Collect: +44 20 3134-8515
                      [email protected]

                                 BNP Paribas

                             10 Harewood Avenue
                               London NW1 6AA
                               United Kingdom
                      Attn: Liability Management Group
                       U.K. Collect: +44 20 7595-8668
                     [email protected]

                         J.P. Morgan Securities LLC

                        383 Madison Avenue, 3rd Floor
                          New York, New York 10179
                          United States of America
                      Attn: Liability Management Group
                       U.S. Collect: +1 (212) 834-3424
                      U.S. Toll Free: +1 (866) 834-4666
                             [email protected]

On Behalf of the Board of Directors of First Quantum Minerals Ltd.

G. Clive Newall, President

For further information visit our website at www.first-quantum.com.

North American contact:
Sharon Loung
Director, Investor Relations
(647) 346-3934
(604) 688-3818 (FAX)
Toll Free: 1 (888) 688-6577
[email protected]

United Kingdom contacts:
Clive Newall
+44 140 327 3484
+44 140 327 3494 (FAX)
[email protected]

Hannes Meyer
Chief Financial Officer
+44 207 612 8616
[email protected]

Martin Walker
Group Treasurer
+44 207 612 8638
[email protected]

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