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First Quantum Minerals Ltd — Audit Report / Information 2024
Feb 12, 2025
43944_rns_2025-02-12_69255a46-2f29-4aa6-a24c-10e63009d450.pdf
Audit Report / Information
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FIRE SITE
FIRST QUANTUM MINERALS
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
(in U.S. dollars, tabular amounts in millions, except where indicated)
Management's Responsibility for Financial Reporting
The consolidated financial statements of First Quantum Minerals Ltd. have been prepared by and are the responsibility of the Company's management. The consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and, where appropriate, reflect management's best estimates and judgments based on currently available information.
Management has developed and is maintaining a system of internal controls to obtain reasonable assurance that the Company's assets are safeguarded, transactions are authorized and financial information is reliable.
The Company's independent auditors, PricewaterhouseCoopers LLP, who are appointed by the shareholders, conduct an audit in accordance with Canadian generally accepted auditing standards. Their report outlines the scope of their audit and gives their opinion on the consolidated financial statements.
The Audit Committee of the Board of Directors meets periodically with management and the independent auditors to review the scope and results of the annual audit, and to review the consolidated financial statements and related financial reporting matters prior to approval of the consolidated financial statements.
Signed by
Tristan Pascall
Chief Executive Officer
Signed by
Ryan MacWilliam
Chief Financial Officer
February 11, 2025
pwc
Independent auditor's report
To the Shareholders of First Quantum Minerals Ltd.
Our opinion
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of First Quantum Minerals Ltd. and its subsidiaries (together, the Company) as at December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).
What we have audited
The Company's consolidated financial statements comprise:
- the consolidated statements of earnings (loss) for the years ended December 31, 2024 and 2023;
- the consolidated statements of comprehensive income (loss) for the years ended December 31, 2024 and 2023;
- the consolidated statements of cash flows for the years ended December 31, 2024 and 2023;
- the consolidated statements of financial position as at December 31, 2024 and 2023;
- the consolidated statements of changes in equity for the years ended December 31, 2024 and 2023; and
- the notes to the consolidated financial statements, comprising material accounting policy information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements.
PricewaterhouseCoopers LLP
PwC Tower, 18 York Street, Suite 2500, Toronto, Ontario, Canada M5J 0B2
T.: +1 416 863 1133, F.: +1 416 365 8215, Fax to mail: [email protected]
"PwC" refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.
pwc
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
| Key audit matter | How our audit addressed the key audit matter |
|---|---|
| Impairment Assessment related to Cobre Panama Cash Generating Unit |
Refer to note 2 – Material accounting policies, note 3 – Significant judgments, estimates and assumptions, note 7 – Goodwill and note 24 – Commitments and contingencies to the consolidated financial statements. | Our approach to addressing the matter included the following procedures, among others: |
| As at December 31, 2024, the carrying value of goodwill assigned to the Cobre Panama cash generating unit (CGU) is $237 million. The carrying value of the Cobre Panama CGU is $10,666 million. | • Tested how management estimated the recoverable amount of the Cobre Panama CGU, which included the following: |
| The recoverable amount of the CGU to which goodwill has been allocated is tested for impairment at the same time at the end of every year or earlier if any indicator of impairment exists. | – Tested the appropriateness of the fair value less costs of disposal method and tested the mathematical accuracy of the underlying cash flow models. |
| The recoverable amount is the higher of fair value less costs of disposal and value in use. If the recoverable amount of an asset or CGU is estimated to be less than its carrying value, the carrying value of the asset or CGU is reduced to its recoverable amount. | – Tested the underlying data used in the discounted cash flow models. |
| Management performed an impairment test of the Cobre Panama CGU as at December 31, 2024. For the purposes of the impairment test, the recoverable amount of the Cobre Panama CGU has been determined using a fair value less costs of disposal method based on cash flow models covering various possible scenarios, including the | – Evaluated the reasonableness of assumptions such as the probability assigned to each scenario, commodity prices, future costs and capital expenditures and estimates related to the fiscal regime for the operating scenarios by: (i) obtaining and assessing evidence, which includes external information, regarding management’s assessment of the probability of the various scenarios; (ii) comparing commodity prices with external market and industry data; (iii) comparing future costs and capital expenditures to historical actual production costs and historical actual and budgeted capital expenditures of the Cobre Panama CGU, and assessing whether these assumptions were consistent with evidence obtained in other areas of the audit, as applicable; and (iv) assessing the reasonableness of the estimate related to |
pwc
Key audit matter
process of international arbitration and various levels of operation, and which uses a post-tax discount rate, taking account of assumptions that would be made by market participants. The outcome of the scenarios considered remains uncertain. The future cash flows used in the various scenarios of the models are inherently uncertain and could materially change over time as a result of changes, where applicable, to assumptions such as the probability of the various scenarios occurring; the ore reserves and resources estimates, commodity prices, discount rate, future costs and capital expenditures and estimates related to the fiscal regime for the operating scenarios; and estimates related to potential arbitral recoveries. For the applicable scenarios, reserves and resources are estimated based on the National Instrument 43-101 compliant report produced by qualified persons (management's experts).
In light of this assessment by management, the recoverable amount of the Cobre Panama CGU exceeds the carrying value of the Cobre Panama CGU as at December 31, 2024, and therefore no impairment charge has been recognized.
We considered this a key audit matter due to the subjectivity and complexity in performing procedures to test the assumptions used by management in determining the recoverable amount of the Cobre Panama CGU, which involved significant judgment from management. The audit effort involved the use of professionals with specialized skill and knowledge in the field of valuation.
How our audit addressed the key audit matter
the fiscal regime that may be applicable to the Cobre Panama CGU.
-
The work of management's experts was used in performing the procedures to evaluate the reasonableness of the assumptions associated with the ore reserves and resources estimates. As a basis for using this work, the competence, capabilities and objectivity of management's experts were evaluated, the work performed was understood and the appropriateness of the work as audit evidence was evaluated. The procedures performed also included evaluation of the methods and assumptions used by management's experts and tests of the data used by management's experts and an evaluation of their findings.
-
Professionals with specialized skill and knowledge in the field of valuation were used to assist in evaluating the appropriateness of the cash flow models used and the reasonableness of the discount rate.
-
Tested the related disclosures made in the consolidated financial statements.
pwc
Key audit matter
Assessment of impairment indicators for property, plant and equipment
Refer to note 3 – Significant judgments, estimates and assumptions and note 6 – Property, plant and equipment to the consolidated financial statements.
The Company's property, plant and equipment (PP&E) carrying value was $19,193 million as at December 31, 2024, relating to several CGUs. Management applies significant judgment in assessing the CGUs and assets for the existence of indicators of impairment at the reporting date. Internal and external factors are considered in assessing whether indicators of impairment are present that would necessitate impairment testing. Factors regarding commodity prices, production, operating costs, capital expenditures, discount rate, title of mineral properties required to advance the exploration projects and the Company's continued ability and plans to further develop the exploration projects are used in determining whether there are any indicators of impairment, as applicable.
We considered this a key audit matter due to the significance of the PP&E and subjectivity in performing procedures to evaluate audit evidence relating to the significant judgments made by management in its assessment of indicators of impairment.
How our audit addressed the key audit matter
Our approach to addressing the matter included the following procedures, among others:
-
Evaluated the reasonableness of management's assessment of indicators of impairment for PP&E, which included the following:
-
Assessed the completeness of external or internal factors that could be considered as indicators of impairment of the Company's PP&E by considering evidence obtained in other areas of the audit.
- Assessed commodity prices and discount rate by comparing to external market and industry data; and production, operating costs and capital expenditures by considering the current and past performance of the CGUs and evidence obtained in other areas of the audit, as applicable.
- Obtained external evidence for a sample of mineral property titles required to advance the exploration projects.
- Read board minutes, obtained budget approvals and considered evidence obtained in other areas of the audit to assess the Company's continued ability and plans to further develop the exploration projects.
Other information
Management is responsible for the other information. The other information comprises the information, other than the consolidated financial statements and our auditor's report thereon, included in the annual report, which is expected to be made available to us after the date of this auditor's report.
Our opinion on the consolidated financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.
pwc
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
When we read the information, other than the consolidated financial statements and our auditor's report thereon, included in the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Auditor's responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
pwc
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Company as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
pwc
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor's report is James Lusby.
/s/PricewaterhouseCoopers LLP
Chartered Professional Accountants, Licensed Public Accountants
Toronto, Ontario
February 11, 2025
Consolidated Statement of Earnings (Loss)
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM
MINERALS
| Note | 2024 | 2023 | |
|---|---|---|---|
| Sales revenues | 17 | 4,802 | 6,456 |
| Cost of sales | 18 | (3,452) | (5,164) |
| Gross profit | 1,350 | 1,292 | |
| Exploration | (24) | (30) | |
| General and administrative | (148) | (142) | |
| Impairment and related charges | 5,6 | (75) | (900) |
| Other expense | 21 | (293) | (142) |
| Operating profit | 810 | 78 | |
| Finance income | 90 | 106 | |
| Finance costs | 20 | (799) | (719) |
| Adjustment for expected phasing of Zambian VAT | 4c | 89 | 49 |
| Modification and redemption of liabilities | 10, 11b | 90 | – |
| Earnings (loss) before income taxes | 280 | (486) | |
| Income tax expense | 13 | (388) | (757) |
| Net loss | (108) | (1,243) | |
| Net loss attributable to: | |||
| Non-controlling interests | (110) | (289) | |
| Shareholders of the Company | 15 | 2 | (954) |
| Earnings (Loss) per share attributable to the shareholders of the Company | |||
| Net earnings (loss) ($ per share) | |||
| Basic | 15 | 0.00 | (1.38) |
| Diluted | 15 | 0.00 | (1.38) |
| Weighted average shares outstanding (000's) | |||
| Basic | 15 | 812,222 | 690,876 |
| Diluted | 15 | 812,222 | 690,876 |
| Total shares issued and outstanding (000's) | 14a | 834,206 | 693,599 |
The accompanying notes are an integral part of these consolidated financial statements
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Comprehensive Income (Loss)
(expressed in millions of U.S. dollars)
FIRST QUANTUM
MINERALS
| Note | 2024 | 2023 |
|---|---|---|
| Net loss | (108) | (1,243) |
| Other comprehensive income (loss) | ||
| Items that have been/may subsequently be reclassified to net earnings (loss): | ||
| Movements on unrealized cash flow hedge positions^{1} | 23 | 112 |
| Deferred tax on unrealized movements on cash flow hedges | n/a | (18) |
| Total comprehensive loss for the year | (14) | (1,243) |
| Total comprehensive loss for the year attributable to: | ||
| Non-controlling interests | (110) | (289) |
| Shareholders of the Company | 96 | (954) |
| Total comprehensive loss for the year | (14) | (1,243) |
1 The year ended December 31, 2024, includes a $50 million gain recognized in other comprehensive income related to the time value of hedges (year ended December 31, 2023, nil).
The accompanying notes are an integral part of these consolidated financial statements
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Cash Flows
(expressed in millions of U.S. dollars)
FIRST QUANTUM
MINERALS
| Note | 2024 | 2023 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| Net (loss) | (108) | (1,243) | |
| Adjustments for | |||
| Depreciation | 18 | 633 | 1,121 |
| Income tax expense | 13 | 388 | 757 |
| Impairment and related charges | 5,6 | 75 | 900 |
| Share-based compensation expense | 16 | 54 | 50 |
| Net finance expense | 709 | 613 | |
| Adjustment for expected phasing of Zambian VAT | 4c | (89) | (49) |
| Foreign exchange | (26) | 23 | |
| Modification and redemption of liabilities | 10 | (90) | - |
| Deferred revenue amortization | 12 | - | (96) |
| Share of loss in joint venture | 9,21 | 85 | 18 |
| Other | (103) | 1 | |
| Taxes paid | 13 | (128) | (625) |
| Proceeds from Copper Prepayment | 12 | 500 | - |
| Movements in operating working capital | |||
| Movements in trade and other receivables | 50 | 277 | |
| Movements in inventories | (5) | (147) | |
| Movements in trade and other payables | (275) | (22) | |
| Long-term incentive plans | (19) | (151) | |
| Net cash from operating activities | 1,651 | 1,427 | |
| Cash flows used by investing activities | |||
| Purchase and deposits on property, plant and equipment | 6,22 | (1,286) | (1,300) |
| Acquisition of La Granja | 6 | - | (105) |
| Interest paid and capitalized to property, plant and equipment | 6 | (54) | (26) |
| Interest received | 35 | 51 | |
| Other | 11 | - | |
| Net cash used by investing activities | (1,294) | (1,380) | |
| Cash flows used by financing activities | |||
| Net movement in trading facility | 10 | (28) | 24 |
| Movement in restricted cash | (14) | (25) | |
| Proceeds from debt | 10 | 2,967 | 2,759 |
| Repayments of debt | 10 | (4,004) | (2,800) |
| Proceeds on issuance of common shares | 14 | 1,103 | - |
| Net payments to joint venture (KPMC) | 9,11b | - | (109) |
| Dividends paid to shareholders of the Company | - | (93) | |
| Interest paid | (519) | (527) | |
| Other | (6) | (5) | |
| Net cash used by financing activities | (501) | (776) | |
| Decrease in cash and cash equivalents and bank overdrafts | (144) | (729) | |
| Cash and cash equivalents and bank overdrafts – beginning of year | 959 | 1,688 | |
| Exchange losses on cash and cash equivalents | (3) | - | |
| Cash and cash equivalents and bank overdrafts – end of year | 812 | 959 | |
| Cash and cash equivalents and bank overdrafts comprising: | |||
| Cash and cash equivalents | 843 | 1,157 | |
| Bank overdrafts | (31) | (198) |
The accompanying notes are an integral part of these consolidated financial statements
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Financial Position
(expressed in millions of U.S. dollars)
FIRST QUANTUM
MINERALS
| Note | December 31, 2024 | December 31, 2023 | |
|---|---|---|---|
| Assets | |||
| Current assets | |||
| Cash and cash equivalents | 843 | 1,157 | |
| Trade and other receivables | 4 | 509 | 586 |
| Inventories | 5 | 1,554 | 1,593 |
| Current portion of other assets | 8 | 311 | 123 |
| 3,217 | 3,459 | ||
| Non-current assets | |||
| Cash and cash equivalents - restricted cash | 46 | 34 | |
| Non-current VAT receivable | 4b | 515 | 521 |
| Property, plant and equipment | 6 | 19,193 | 18,583 |
| Goodwill | 7 | 237 | 237 |
| Investment in joint venture | 9 | 560 | 645 |
| Deferred income tax assets | 13 | 50 | 50 |
| Other assets | 8 | 289 | 229 |
| Total assets | 24,107 | 23,758 | |
| Liabilities | |||
| Current liabilities | |||
| Bank overdrafts | 31 | 198 | |
| Trade and other payables | 554 | 831 | |
| Current taxes payable | 144 | 27 | |
| Current debt | 10 | 498 | 769 |
| Current portion of provisions, other liabilities and deferred revenue | 11,12 | 318 | 182 |
| 1,545 | 2,007 | ||
| Non-current liabilities | |||
| Debt | 10 | 5,844 | 6,610 |
| Provisions and other liabilities | 11 | 2,045 | 2,069 |
| Deferred revenue | 12 | 1,764 | 1,420 |
| Deferred income tax liabilities | 13 | 1,007 | 874 |
| Total liabilities | 12,205 | 12,980 | |
| Equity | |||
| Share capital | 6,549 | 5,411 | |
| Retained earnings | 4,885 | 4,895 | |
| Accumulated other comprehensive income (loss) | 35 | (59) | |
| Total equity attributable to shareholders of the Company | 11,469 | 10,247 | |
| Non-controlling interests | 433 | 531 | |
| Total equity | 11,902 | 10,778 | |
| Total liabilities and equity | 24,107 | 23,758 |
Approved by the board of Directors and authorized for issue on February 11, 2025.
Signed by
Simon Scott, Director
Signed by
Robert Harding, Director
The accompanying notes are an integral part of these consolidated financial statements
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Changes in Equity
(expressed in millions of U.S. dollars)
FIRST QUANTUM
MINERALS
| Share capital | Retained earnings | Accumulated other comprehensive income (loss) | Total equity attributable to shareholders of the Company | Non-controlling interests | Total | |
|---|---|---|---|---|---|---|
| Balance at December 31, 2023 | 5,411 | 4,895 | (59) | 10,247 | 531 | 10,778 |
| Net earnings (loss) | – | 2 | – | 2 | (110) | (108) |
| Other comprehensive income 1 | – | – | 94 | 94 | – | 94 |
| Total comprehensive income (loss) | – | 2 | 94 | 96 | (110) | (14) |
| Share-based compensation expense | 54 | – | – | 54 | – | 54 |
| Acquisition of treasury shares and cash from share awards | (19) | – | – | (19) | – | (19) |
| Share issue (Note 14) | 1,103 | – | – | 1,103 | – | 1,103 |
| Other | – | (12) | – | (12) | 12 | – |
| Balance at December 31, 2024 | 6,549 | 4,885 | 35 | 11,469 | 433 | 11,902 |
1 For the year ended December 31, 2024 a fair value gain of $112 million (year ended December 31, 2023, nil) has been recognized on derivatives designated as hedged instruments through accumulated other comprehensive income. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income. The time value of hedges for the year ended December 31, 2024, of $50 million (year ended December 31, 2023, nil) is also recognized in other comprehensive income.
| Share capital | Retained earnings | Accumulated other comprehensive loss | Total equity attributable to shareholders of the Company | Non-controlling interests | Total | |
|---|---|---|---|---|---|---|
| Balance at December 31, 2022 | 5,492 | 5,468 | (59) | 10,901 | 1,336 | 12,237 |
| Net loss | – | (954) | – | (954) | (289) | (1,243) |
| Other comprehensive income | – | – | – | – | – | – |
| Total comprehensive loss | – | (954) | – | (954) | (289) | (1,243) |
| Share-based compensation expense | 50 | – | – | 50 | – | 50 |
| Acquisition of treasury shares and cash from share awards | (145) | – | – | (145) | – | (145) |
| Dividends | 14 | (109) | – | (95) | – | (95) |
| Conversion of non-controlling interest rights | – | 490 | – | 490 | (516) | (26) |
| Balance at December 31, 2023 | 5,411 | 4,895 | (59) | 10,247 | 531 | 10,778 |
The accompanying notes are an integral part of these consolidated financial statements
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements (expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM
MINERALS
1. NATURE OF OPERATIONS
First Quantum Minerals Ltd. ("First Quantum" or "the Company") is engaged in the production of copper, nickel and gold, and related activities including exploration and development. The Company has operating mines located in Zambia, Türkiye and Mauritania. The Company's Cobre Panamá mine was placed into a phase of Preservation and Safe Management ("P&SM") in November 2023. The Company's Ravensthorpe mine was placed into a care and maintenance process in May 2024. The Company is progressing the Taca Taca copper-gold-molybdenum project in Argentina and is exploring La Granja and the Haquira copper deposits in Peru.
The Company's shares are publicly listed for trading on the Toronto Stock Exchange.
The Company is registered and domiciled in Canada, and its registered office is 1133 Melville Street, Suite 3500, The Stack, Vancouver, BC, Canada, V6E 4E5.
2. MATERIAL ACCOUNTING POLICIES
The significant accounting policies used in the preparation of these consolidated financial statements are described below.
a) Basis of presentation and going concern
The consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS") and, where appropriate, reflect management's best estimates and judgments based on currently available information.
These consolidated financial statements have been prepared under the historical cost convention, with the exception of derivative assets and liabilities and investments which are measured at fair value.
These consolidated financial statements have been prepared on a going concern basis. In making the assessment that the Company is a going concern, management have taken into account all available information about the future, which is at least, but is not limited to, twelve months from December 31, 2024.
At December 31, 2024, the Company had $750 million of committed undrawn senior debt facilities and $812 million of net unrestricted cash (inclusive of overdrafts), as well as future cash flows in order to meet all current obligations as they become due. The Company was in compliance with all existing facility covenants as at December 31, 2024 and current forecasts, including judgmental assumptions, do not indicate a breach of financial covenants. Expected credit losses on financial assets remain immaterial at December 31, 2024. Refer to note 23 for the Company's hedging program.
b) Principles of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its "subsidiaries"). Control is achieved where the Company has the right to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of earnings from the effective date of acquisition or up to the effective date of disposal, as appropriate.
The principal operating subsidiaries are Kansanshi Mining Plc ("Kansanshi"), Minera Panamá S.A. ("MPSA" or "Cobre Panamá"), FQM Trident Limited ("Trident") (formerly Kalumbila Minerals Limited), First Quantum Mining and Operations Limited ("FQMO"), Mauritanian Copper Mines SARL("Guelb Moghrein"), FQM Australia Nickel Pty Limited ("Ravensthorpe"), Cobre Las Cruces S.A. ("Las Cruces"), Çayeli Bakir Isletmeleri A.S. ("Çayeli"), Pyhäsalmi Mine Oy ("Pyhäsalmi"), FQM Trading LP and FQM Trading AG ("FQM Trading") (formerly Metal Corp Trading AG). The exploration subsidiaries include Minera Antares Peru S.A.C. ("Haquira"), the subsidiary, Corriente Argentina S.A. ("Taca Taca") which relates to the Taca Taca project, and Minera La Granja S.A.C. (Peru) ("La Granja") which the Company acquired a 55% stake in from Rio Tinto in August 2023. All the above operating subsidiaries are 100% owned, with the exception of Ravensthorpe (75.7%), Kansanshi, in which the Company holds an 80% interest, with the ZCCM-IH dividend rights attributed to their 20% ownership converted to a 3.1% royalty right during 2023, and Cobre Panamá, in which the Company holds a 90% interest, 10% of which is held indirectly through the joint venture, Korea Panama Mining Corp ("KPMC"), a jointly controlled Canadian entity acquired in November 2017.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM MINERALS
Non-controlling interests
At December 31, 2024, POSCO Holdings owned 24.3% (2023: 24.3%) of Ravensthorpe, KPMC owned 20% of Cobre Panamá and Rio Tinto owned 45% of La Granja.
On April 4, 2023 the Company's subsidiary, Kansanshi Mining Plc "KMP" and ZCCM Investments Holdings Plc "ZCCM-IH" (a Zambian government controlled entity) completed the agreement to convert ZCCM-IH's dividend rights to a 3.1% royalty interest in KMP. Accordingly, the non-controlling interest in the consolidated financial statements has been derecognized.
Through the operations in Zambia and Panama, there are a number of transactions with the respective governments in the ordinary course of business, including taxes, royalties, utilities and power. The Company is limited in its ability to use the assets of Kansanshi and Cobre Panamá as a result of the agreement with the other owners of these subsidiaries.
Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Company's equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling interest's share of changes in equity since the date of the combination.
c) Accounting policies
Foreign currency translation
The presentation currency and the functional currency of the Company and all of the Company's operations is the USD. The Company's foreign currency transactions are translated into USD at the rate of exchange in effect at the date of the transaction. Monetary assets and liabilities are translated using period end exchange rates with any gains and losses included in the determination of net earnings. Non-monetary assets and liabilities are translated using historical rates.
Inventories
Product inventories comprise ore in stockpiles, work-in-progress and finished goods. Product inventories are recorded at the lower of average cost and net realizable value. Cost includes materials, direct labour, other direct costs and production overheads and depreciation of plant, equipment and mineral properties directly involved in the mining and production processes. Costs are determined primarily on the basis of average costs for ore in stockpiles and on a first-in first-out basis for work-in-progress and finished goods.
Waste material stripping costs related to production at, or below, the life-of-phase strip ratio are inventoried as incurred, with the excess capitalized to mineral property and depreciated in future periods.
When inventories have been written down to net realizable value, a new assessment of net realizable value is made at each subsequent reporting date that the inventory is still held.
Consumable stores are valued at the lower of purchase cost and net realizable value and recorded as a current asset.
Property, plant and equipment
(i) Mineral properties and mine development costs
Exploration and evaluation costs are expensed in the period incurred unless there is an expectation that future economic benefit is probable. Property acquisition costs, development costs and amounts paid under development option agreements are capitalized. Development decisions are made based upon consideration of project economics, including future metal prices, reserves and resources, and estimated operating and capital costs.
Property acquisition and mine development costs, including costs incurred during the production phase to increase future output by providing access to additional reserves (deferred stripping costs), are deferred and depreciated on a units-of-production basis over the component of the reserves to which they relate.
(ii) Property, plant and equipment
Property, plant and equipment are recorded at cost less accumulated depreciation. Costs recorded for assets under construction include all expenditures incurred in connection with the development and construction of the assets. No depreciation is recorded until the assets are substantially complete and ready for productive use. Where relevant, the Company has estimated residual values on certain plant and equipment.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM MINERALS
Property, plant and equipment are depreciated using either the straight-line or units-of-production basis over the shorter of the estimated useful life of the asset or the life of mine. Depreciation calculated on a straight-line basis is as follows for major asset categories:
| Office equipment | 33 % |
|---|---|
| Furniture and fittings | 15 % |
| Infrastructure and buildings | 2%-5% |
| Motor vehicles | 20%-25% |
Depreciation on equipment utilized in the development of assets, including open pit and underground mine development, is depreciated and recapitalized as development costs attributable to the related asset.
(iii) Borrowing costs
Borrowing costs attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of the asset until such time as the asset is substantially complete and ready for its intended use or sale. Where funds have been borrowed specifically to finance an asset, the amount capitalized is the actual borrowing costs incurred. Where the funds are used to finance an asset form part of general borrowings, the amount capitalized is calculated using a weighted average of rates applicable to relevant general borrowings of the Company during the period.
(iv) Business combinations and goodwill
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Company. The results of businesses acquired during the year are included in the consolidated financial statements from the effective date of when control is obtained. The identifiable assets, liabilities and contingent liabilities of the business which can be measured reliably are recorded at provisional fair values at the date of acquisition. Provisional fair values are finalized within twelve months of the acquisition date. Acquisition-related costs are expensed as incurred.
Goodwill arising in a business combination is measured as the excess of the sum of the consideration transferred and the amount of any non-controlling interest over the net identifiable assets acquired and liabilities assumed.
Asset impairment
(i) Property, plant and equipment
The Company performs impairment tests on property, plant and equipment, mineral properties and mine development costs when events or changes in circumstances occur that indicate the assets may not be recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, for example due to no distinctive cash flows, the Company estimates the recoverable amount of the cash-generating unit "CGU" to which the assets belong. Cash-generating units are individual operating mines, smelters or exploration and development projects.
Recoverable amount is the higher of fair value less costs of disposal and value in use. Fair value less costs of disposal is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. For mining assets this would generally be determined based on the present value of the estimated future cash flows arising from the continued development, use or eventual disposal of the asset. In assessing these cash flows and discounting them to present value, assumptions used are those that an independent market participant would consider appropriate. Value in use is the estimated future cash flows expected to arise from the continuing use of the assets in their present form and from their disposal, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount. An impairment loss is recognized immediately in net earnings.
Where an impairment loss subsequently reverses, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in net earnings immediately.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM MINERALS
(i) Goodwill
Goodwill arising on business combinations is allocated to each of the Company's cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination. Goodwill is allocated to the lowest level at which the goodwill is monitored by the Company's board of directors for internal management purposes. The recoverable amount of the cash-generating unit to which goodwill has been allocated is tested for impairment at the same time at the end of every year or earlier if an indicator of impairment exists.
Any impairment loss is recognized in net earnings immediately. Impairment of goodwill is not subsequently reversed.
Restoration provisions
The Company recognizes liabilities for constructive or legislative and regulatory obligations, including those associated with the reclamation of mineral properties and property, plant and equipment, when those obligations result from the acquisition, construction, development or normal operation of assets. Provisions are measured at the present value of the expected expenditures required to settle the obligation using a pre-tax discount rate reflecting the time value of money. The liability is increased for accretion expense, representing the unwinding of the discount applied to the provision, and adjusted for changes to the current market-based risk-free discount rate, and the amount or timing of the underlying cash flows needed to settle the obligation. The associated restoration costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the expected useful life of the asset or expensed in the period for closed sites.
Revenue recognition
The Company produces copper, gold, nickel, silver and zinc products which are sold under pricing arrangements where final prices are set at a specified date based on market prices.
The Company identifies contracts with customers, the performance obligations within it, the transaction price and its allocation to the performance obligations.
Revenues are recognized when control of the product passes to the customer and are measured based on expected consideration. Control typically passes on transfer of key shipping documents which typically occurs around the shipment date. Shipping services provided are a separate performance obligation and the revenue for these services is recognized over time. For bill-and-hold arrangements, whereby the Company invoices but retains physical possession of products, revenue recognition is also subject to the arrangement being substantive, as well as the product concerned being separately identifiable, ready for transfer and not transferable to another customer.
For provisionally priced sales, changes between the prices recorded upon recognition of revenue and the final price due to fluctuations in metal market prices result in the existence of an embedded derivative in the accounts receivable. This is recorded at fair value, with changes in fair value classified as a component of cost of sales.
The Company recognizes deferred revenue in the event it receives payments from customers before a sale meets criteria for revenue recognition. The transaction price is adjusted to reflect any significant financing component at the rate that reflects the credit characteristics of the entity receiving the financing.
Current and deferred income taxes
Tax expense for the period comprises current and deferred tax. Tax is recognized in the income statement, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.
Current tax expense is calculated using income tax rates that have been enacted or substantively enacted at the balance sheet date. Periodically, the positions taken by the Company with respect to situations in which applicable tax regulation is subject to interpretation are evaluated to establish provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is recognized on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and are accounted for using the liability method. Deferred income tax liabilities are generally recognized for all taxable temporary differences, and deferred income tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such assets and
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM MINERALS
liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred income tax assets and liabilities are not recognized in respect of taxable temporary differences associated with investments in subsidiaries and associates where the timing of the reversal of the temporary differences can be controlled by the Company and it is probable that temporary differences will not reverse in the foreseeable future.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on income tax rates and income tax laws that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred income tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects to recover or settle the carrying amount of its assets and liabilities.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities, and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
Share-based compensation
The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the options. The amount recognized as an expense is adjusted to reflect the number of options for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of options that meet the related service and non-market performance conditions at the vesting date.
For share-based payment options with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.
The Company grants stock options under its stock option plan and performance stock units ("PSUs"), restricted stock units ("RSUs") and key restricted stock units ("KRSUs") under its long-term incentive plan to directors and employees. The Company expenses the fair value of stock options, PSUs, RSUs and KRSUs granted over the vesting period, with a corresponding increase in equity.
The fair value of stock options is determined using an option pricing model that takes into account, as of the grant date, the exercise price, the expected life of the option, the current price of the underlying stock and its expected volatility, expected dividends on the stock, and the risk-free interest rate over the expected life of the option. Cash consideration received from employees when they exercise the options is credited to capital stock.
PSUs typically vest at the end of a three-year period if certain performance and vesting criteria, based on the Company's share price performance relative to a representative group of other mining companies, have been met. The fair value of PSUs is determined using a valuation model that takes into account, as of the grant date, the expected life of the PSU, expected volatility, expected dividend yield, and the risk-free interest rate over the life of the PSU to generate potential outcomes for share prices, which are used to estimate the probability of the PSUs vesting at the end of the performance measurement period.
RSUs typically vest at the end of a three-year period and the fair value of RSUs is determined by reference to the share price of the Company at the date of grant.
KRSUs vest in tranches over a four to eight-year period and the fair value of KRSUs is determined by reference to the share price of the Company at the date of grant.
Details of share-based compensation are disclosed in note 16.
Earnings per share
Earnings per share are calculated using the weighted average number of shares outstanding during the period. Shares acquired under the long-term incentive plan are treated as treasury shares and are deducted from the number of shares outstanding for the calculation of basic earnings per share. Diluted earnings per share are calculated using the treasury
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM MINERALS
share method whereby all “in the money” share based arrangements are assumed to have been exercised at the beginning of the period and the proceeds from the exercise are assumed to have been used to purchase common shares at the average market price during the period.
Financial instruments
The Company's financial instruments consist of cash and cash equivalents, bank overdrafts restricted cash, trade and other receivables, investments, trade and other payables, derivative instruments, debt and amounts due to joint ventures.
Financial assets are classified as measured at amortized cost, fair value through other comprehensive income (“FVOCI”) and fair value through profit and loss (“FVTPL”). Financial liabilities are measured at amortized cost or FVTPL.
(i) Cash and cash equivalents, bank overdrafts and restricted cash
Cash and cash equivalents and bank overdrafts comprise cash or overdrafts at banks and on hand and other short-term investments with initial maturities of less than three months. Restricted cash comprises cash deposits used to guarantee letters of credit issued by the Company or held for escrow purposes.
Cash and cash equivalents, bank overdrafts and restricted cash are measured at amortized cost. Cash pooling arrangements are presented on a gross basis unless physical cash settlement of balances has been made at the balance sheet date.
(ii) Trade and other receivables
Provisionally priced sales included in trade and other receivables are classified as FVTPL. All other trade receivables are classified as amortized cost financial assets and are recorded at the transaction price, net of transaction costs incurred and expected credit losses.
(iii) Investments
Investments are designated as FVOCI. Fair value is determined in the manner described in note 23. Unrealized gains and losses are recognized in other comprehensive income.
(iv) Derivatives and hedging
A portion of the Company's metal sales are sold on a provisional basis whereby sales are recognized at prevailing metal prices when title transfers to the customer and final pricing is not determined until a subsequent date, typically two months later. The Company enters into derivative contracts to directly offset the exposure to final pricing adjustments on the provisionally priced sales contracts. The Company also periodically enters into derivative instruments to mitigate cash flow exposure to commodity prices, foreign exchange rates and interest rates. Derivative financial instruments, including embedded derivatives related to the provisionally priced sales contracts, are classified as fair value through profit or loss and measured at fair value as determined by active market prices and valuation models, as appropriate. Valuation models require the use of assumptions concerning the amount and timing of estimated future cash flows and discount rates. In determining these assumptions, the Company uses readily observable market inputs where available or, where not available, inputs generated by the Company. Changes in the fair value of derivative instruments are recorded in net earnings.
At the inception of a designated hedging relationship, the Company documents the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Company also documents its assessment, both at hedge inception and on an ongoing basis, of whether derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income. The time value of hedges for the year-ended December 31, 2024 of $50 million (December 31, 2023: $nil) is also recognized in other comprehensive income.
Amounts accumulated in equity are reclassified to the Statements of Earnings in the periods when the hedged item affects net earnings.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM MINERALS
(v) Trade and other payables, debt and amounts due to joint ventures
Trade payables, debt and amounts due to joint ventures are classified as amortized cost financial liabilities and are recognized initially at fair value, net of transaction costs incurred, and are subsequently stated at amortized cost. For debt, any difference between the amounts originally received, net of transaction costs, and the redemption value is recognized in net earnings over the period to maturity using the effective interest rate method.
Exchanges of instruments and modifications to debt are assessed using quantitative and qualitative factors to consider whether the exchange or modification constitutes an extinguishment of the original financial liability and establishment of a new financial liability. In the case of extinguishment, any fees or costs incurred are recognized in the Statement of Earnings. Where the terms in an exchange or modification are not assessed to be substantially different, a modification gain or loss is recognized at an amount equal to the difference between the modified cash flows discounted at the original effective interest rate and the carrying value of the debt. The carrying value of the debt is adjusted for this modification gain or loss, directly attributable transaction costs, and any cash paid to or received from the debt holder.
(vi) Impairment of financial assets
Expected credit losses ("ECL") are recognized for financial assets held at amortized cost. This is based on credit losses that result from default events that are possible within a 12-month period, except for trade receivables, whose ECLs are on a simplified lifetime basis, and any financial assets for which there has been a significant increase in credit risk since initial recognition, for which ECLs over the lifetime are recognized.
Investments in joint ventures
Joint arrangements whereby joint control exists are accounted for using the equity method and presented separately in the balance sheet. The investment is initially recognized at cost and adjusted thereafter for the post-acquisition share of profit or loss. Further details of the investments in joint ventures are provided in note 9.
d) Adoption of new Standards
In 2024, the International Accounting Standards Board ("IASB") issued amendments to IAS 1 to clarify the criteria for determining whether to classify a liability as current or non-current and cover what additional disclosures may also be required for liabilities subject to covenants, to IFRS 16 to clarify the accounting treatment for sale and leaseback transactions, providing guidance on how to determine whether the transaction should be accounted for as a sale or a financing transaction and IAS 7, to clarify the classification of supplier finance arrangements in the statement of cash flows regarding supplier finance arrangements, effective January 1, 2024, have had no significant impact on the financial statements.
e) Accounting standards issued but not yet effective
Standards and interpretations issued but not yet effective up to the date of issuance of the financial statements are listed below. This listing of standards and interpretations issued are those that the Company reasonably expects to have an impact on disclosures, financial position or performance when applied at a future date.
IFRS 18 Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after 1 January 2027). Management is currently assessing the implications of applying the new standard on the group's consolidated financial statements.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM MINERALS
3. SIGNIFICANT JUDGMENTS, ESTIMATES AND ASSUMPTIONS
Many of the amounts disclosed in the financial statements involve the use of judgments, estimates and assumptions. These judgments and estimates are based on management's knowledge of the relevant facts and circumstances at the time, having regard to prior experience, and are continually evaluated.
(i) Significant judgments
- Assessment of impairment indicators
Management applies significant judgment in assessing the cash-generating units and assets for the existence of indicators of impairment at the reporting date. Internal and external factors are considered in assessing whether indicators of impairment are present that would necessitate impairment testing.
As at December 31, 2024, the carrying amount of the net assets of the Company is more than its market capitalisation. The share price is impacted by a number of factors including P&SM at Cobre Panamá. The Company completed an analysis of the recoverable amounts of its cash-generating units to compare against their respective carrying values as of December 31, 2024. An impairment charge of $72 million was recognized in respect of Inventory and PPE additions at Ravensthorpe in the year ended December 31, 2024 (Refer to Note 5 and Note 6). The recoverable amount of Cobre Panamá has been determined using a fair value less costs of disposal calculation based on a cash flow model covering different possible scenarios, including the process of international arbitration and various levels of operation. In addition, judgment is applied to the probability assigned to scenarios considered for Cobre Panamá (Refer to Note 7). The recoverable amount of other cash-generating units exceeds the carrying value as at December 31, 2024, and therefore no further impairment charge has been recognized.
Significant assumptions regarding commodity prices, production, operating costs, capital expenditures and discount rates are used in determining whether there are any indicators of impairment. These assumptions are reviewed regularly by senior management and compared, where applicable, to relevant market consensus views.
For exploration projects, management considers indicators including the Company's continued ability and plans to further develop the projects and title of mineral properties required to advance the projects to assess the existence of impairment indicators.
The Company's most significant cash-generating units are longer-term assets and therefore their value is assessed on the basis of longer-term pricing assumptions. Shorter-term assets are more sensitive to short term commodity prices assumptions that are used in the review of impairment indicators.
The carrying value of property, plant and equipment and goodwill at the balance sheet date is disclosed in note 6 and note 7 respectively, and by mine location in note 22.
Asset impairments are disclosed in notes 5 and 6.
- Control over Cobre Panamá
The Company suspended production at the Cobre Panamá mine at the end of November 2023 and placed the mine into a phase of P&SM. The Company evaluated whether it still maintained effective power over the mine and related operations, and has consolidated MPSA and the Cobre Panamá mine on the basis of control, effectively exercising power over the relevant activities related to the mine, it's exposure to variable returns, and impact on the returns of the operation through its managerial involvement.
- Control over La Granja UK Holdings Limited
On August 27, 2023 the Company announced that it had acquired a 55% stake in the La Granja project in Peru from Rio Tinto. Management considered various factors, including the legal form of the shareholding, in determining that the Company has control over La Granja UK Holdings Limited.
In determining whether the acquisition of La Granja constituted a business or an asset acquisition, management considered whether substantially all of the fair value of the gross assets acquired were concentrated in a single identifiable asset or a group of similar identifiable assets (the 'concentration test') and concluded that this was evident. The acquisition has therefore been accounted for as an asset acquisition.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM MINERALS
Rio Tinto's 45% non-controlling interest in La Granja is recognized on consolidation. Management considered accounting treatments for non-controlling interests on asset acquisitions and concluded to measure non-controlling interest arising by reference to the fair value of consideration paid for a 55% holding, as would have been an accounting option had the acquisition been considered a business combination. The non-controlling interest is subsequently adjusted for the change in the non-controlling interest's share of net assets in La Granja, which can be and is different to its share of result.
In assessing the fair value of consideration paid, management concluded that $546 million of initial funding that the Company is responsible for does not constitute deferred consideration, and therefore the consideration for the acquisition was $105 million that was paid to Rio Tinto for a 55% shareholding.
- Determination of ore reserves and resources
Judgments about the amount of product that can be economically and legally extracted from the Company's properties are made by management using a range of geological, technical and economic factors, history of conversion of mineral deposits to proven and probable reserves as well as data regarding quantities, grades, production techniques, recovery rates, production costs, transport costs, commodity demand, commodity prices and exchange rates. This process may require complex and difficult geological judgments to interpret the data. The Company uses qualified persons (as defined by the Canadian Securities Administrators' National Instrument 43-101) to compile this data.
Changes in the judgments surrounding ore reserves and resources may impact the carrying value of property, plant and equipment (note 6), restoration provisions included in provisions and other liabilities (note 11), deferred revenue (note 12), recognition of deferred income tax amounts (note 13) and depreciation (note 7).
- Achievement of commercial production
Once a mine or smelter reaches the operating levels intended by management, depreciation of capitalized costs begins. Significant judgment is required to determine when certain of the Company's assets reach this level.
Management considers several factors, including, but not limited to the following:
- completion of a reasonable period of commissioning;
- consistent operating results achieved at a pre-determined level of design capacity and indications exist that this level will continue;
- mineral recoveries at or near expected levels; and
- the transfer of operations from development personnel to operational personnel has been completed.
During the year ended December 31, 2024, the Company concluded that the Enterprise mine was operating in a manner intended by management and commercial production was achieved from June 1, 2024.
- Taxes
Judgment is required in determining the recognition and measurement of deferred income tax assets and liabilities on the balance sheet. In the normal course of business, the Company is subject to assessment by taxation authorities in various jurisdictions. These authorities may have different interpretations of tax legislation or tax agreements than those applied by the Company in computing current and deferred income taxes. These different judgments may alter the timing or amounts of taxable income or deductions. The final amount of taxes to be paid or recovered depends on a number of factors including the outcome of audits, appeals and negotiation. The timings of recoveries with respect to indirect taxes, such as VAT, are subject to judgment which, in the instance of a change of circumstances, could result in material adjustments.
The Company operates in a specialized industry and in a number of tax jurisdictions. As a result, its income is subject to various rates of taxation. The breadth of its operations and the global complexity and interpretation of tax regulations require assessment and judgment of uncertainties and of the taxes that the Company will ultimately pay. These are dependent on many factors, including negotiations with tax authorities in various jurisdictions, outcomes of tax litigation and resolution of disputes. The resolution of these uncertainties may result in adjustments to the Company's tax assets and liabilities.
Management assesses the likelihood and timing of taxable earnings in future periods in recognizing deferred income tax assets on unutilized tax losses. Future taxable income is based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. Forecast cash flows are based on life of mine projections.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM MIREALS
To the extent that future cash flows and taxable income differ significantly from forecasts, the ability of the Company to realize the net deferred income tax assets recorded at the balance sheet date could be impacted.
The Company operates in certain jurisdictions that have increased degrees of political and sovereign risk. Tax legislation in these jurisdictions is developing and there is a risk that fiscal reform changes with respect to existing investments could unexpectedly impact application of the tax legislation. Following due public consultation and regulatory signoff, the National Assembly in Panama approved Bill 1100, being the proposal for approval of the Refreshed Concession Contract for the Cobre Panamá mine on October 20, 2023. On the same day, President Laurentino Cortizo sanctioned Bill 1100 into Law 406, which was subsequently published in the Official Gazette. Law 406 approved the concession contract for the Cobre Panamá mine on October 20, 2023. On November 16, 2023, in accordance with its contractual obligations to the Republic of Panama under Law 406, the Company made tax and royalty payments of $567 million in respect of the period from December 2021 to October 2023. On November 28, 2023, the Supreme Court of Justice of Panama announced that it declared Law 406 unconstitutional. The ruling was subsequently published in the Official Gazette on December 2, 2023.
As the ruling on unconstitutionality is not retroactive, the Company has recorded all payments of taxes and royalties that were calculated based on a taxable margin as current tax expense as per Law 406 up to December 2, 2023. Subsequent to December 2, 2023, the Company has recorded all taxes and royalties as per the general income tax and mining code. Taxes are disclosed in note 13.
- Precious metal stream arrangement
On October 5, 2015, the Company finalized an agreement with Franco-Nevada Corporation ("Franco-Nevada") for the delivery of precious metals from the Cobre Panamá project. Franco-Nevada have provided $1 billion deposit to the Cobre Panamá project against future deliveries of gold and silver produced by the mine. A further agreement was completed on March 26, 2018, with an additional $356 million received from Franco-Nevada.
Management has determined that under the terms of the agreements the Company meets the 'own-use' exemption criteria under IFRS 9: Financial Instruments. The Company also retains significant business risk relating to the operation of the mine and as such has accounted for the proceeds received as deferred revenue.
Management has exercised judgment in determining the appropriate accounting treatment for the Franco-Nevada streaming agreements. Management has determined, with reference to the agreed contractual terms in conjunction with the Cobre Panamá reserves and mine plan, that funds received from Franco-Nevada constitute a prepayment of revenues deliverable from future Cobre Panamá production.
(ii) Significant accounting estimates
Estimates are inherently uncertain and therefore actual results may differ from the amounts included in the financial statements, potentially having a material future effect on the Company's consolidated financial statements. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:
- Determination of ore reserves and life of mine plan
Reserves are estimates of the amount of product that can be economically and legally extracted from the Company's properties. Estimating the quantity and/or grade of reserves requires the size, shape and depth of ore bodies or fields to be determined by analyzing geological data such as drilling samples. Following this, the quantity of ore that can be extracted in an economical manner is calculated using data regarding the life of mine plans and forecast sales prices (based on current and long-term historical average price trends).
The majority of the Company's property, plant and equipment are depreciated over the estimated lives of the assets on a units-of-production basis. The calculation of the units-of-production rate, and therefore the annual depreciation expense could be materially affected by changes in the underlying estimates which are driven by the life of mine plans. Changes in estimates can be the result of actual future production differing from current forecasts of future production, expansion of mineral reserves through exploration activities, differences between estimated and actual costs of mining and differences in the commodity prices used in the estimation of mineral reserves.
Management made significant estimates of the strip ratio for each production phase. Waste material stripping costs in excess of this ratio, and from which future economic benefit will be derived from future access to ore, will be capitalized to mineral property and depreciated on a units-of-production basis.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM
MINERALS
Changes in the proven and probable reserves estimates may impact the carrying value of property, plant and equipment (note 6), restoration provisions (note 11), deferred revenue (note 12), recognition of deferred income tax amounts (note 13) and depreciation (note 7).
- Review of asset carrying values and impairment charges
Management's determination of recoverable amounts includes estimates of mineral prices, recoverable reserves and resources, and operating, capital and restoration costs and tax regulations applicable to the cash-generating unit's operations are subject to certain risks and uncertainties that may affect the recoverability of mineral property costs. The calculation of the recoverable amount can also include assumptions regarding the appropriate discount rate and inflation and exchange rates. Although management has made its best estimate of these factors, it is possible that changes could occur in the near term that could adversely affect management's estimate of the net cash flow to be generated from its projects.
- Estimation of the amount and timing of restoration and remediation costs
Accounting for restoration provisions requires management to make estimates of the future costs the Company will incur to complete the restoration and remediation work required to comply with existing laws, regulations and agreements in place at each mining operation and any environmental and social principles the Company is in compliance with. The calculation of the present value of these costs also includes assumptions regarding the timing of restoration and remediation work, applicable risk-free interest rate for discounting those future cash outflows, inflation and foreign exchange rates. Actual costs incurred may differ from those amounts estimated. Also, future changes to environmental laws and regulations could increase the extent of restoration work required to be performed by the Company. Increases in future costs could materially impact the amounts charged to operations for restoration. A 10% increase in costs would result in an increase to restoration provisions of $60 million at December 31, 2024.
The provision represents management's best estimate of the present value of the future restoration and remediation costs. The actual future expenditures may differ from the amounts currently provided; any increase in future costs could materially impact the amounts included in the liability disclosed in the consolidated balance sheet. The carrying amount of the Company's restoration provision is disclosed in note 11c.
- Estimation and assumptions relating to the timing of VAT receivables in Zambia
In addition to the timing of the recoverability of VAT receivables being a key judgment, certain assumptions are determined by management in calculating the adjustment for expected phasing of VAT receipts. In assessing the expected phasing adjustment, management considers an appropriate discount rate as disclosed in note 4c, which is then applied to calculate the phasing adjustment based on the estimated timing of recoverability. Changes to the timings could materially impact the amounts charged to finance costs. The impact of repayments being one year later than estimated at December 31, 2024, would lead to a decrease to the carrying value and an increase to finance costs of $58 million. The carrying amount of the Company's VAT receivables is disclosed in note 4b.
4. TRADE RECEIVABLES
a) Trade and other receivables
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Trade receivables | 209 | 272 |
| VAT receivable (current) | 240 | 153 |
| Other receivables | 60 | 161 |
| 509 | 586 |
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM
MINERALS
b) VAT receivable
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Kansanshi Mining Plc ("KMP") | 359 | 314 |
| FQM Trident Limited | 345 | 302 |
| First Quantum Mining and Operations Limited (Zambia) | 28 | 36 |
| VAT receivable from the Company's Zambian operations | 732 | 652 |
| Other | 23 | 22 |
| Total VAT receivable | 755 | 674 |
| Less: current portion, included within trade and other receivables | (240) | (153) |
| Non-current VAT receivable | 515 | 521 |
c) VAT receivable by the Company's Zambian operations
| December 31, 2024 | |
|---|---|
| Balance at beginning of the year | 652 |
| Movement in claims, net of foreign exchange movements | (14) |
| Adjustment for expected phasing for non-current portion | 94 |
| Balance at December 31, 2024 | 732 |
During the year ended December 31, 2024, the Company was granted offsets of $37 million and cash refunds of $282 million with respect to VAT receivable balances. During the year ended December 31, 2023, offsets of $143 million were granted and cash refunds of $124 million were received.
In 2022, the Company reached agreement in respect of the outstanding Zambian value-added tax receivable sum including an approach for repayment based on offsets against future corporate income taxes and mineral royalties. This has resulted in adjustments to reflect the agreed receivable amount to be repaid, and the revised expected phasing of recoverability of that receivable amount. These adjustments have been presented in Other income and Adjustment for expected phasing of Zambian VAT in the Statement of Earnings, respectively. The adjustment for expected phasing for the non-current portion represents the application of an appropriate discount rate of 10% to the expected recovery of VAT receivable against future corporate income taxes and mineral royalties, a credit of $94 million for the year ended December 31, 2024, represents the application of an appropriate discount rate to the expected recovery of VAT. For the year ended December 31, 2023 a credit of $49 million was recognized. As at December 31, 2024, amounts totalling $217 million are presented as current (December 31, 2023: $131 million).
On April 4, 2023 the Company's subsidiary, KMP and ZCCM Investments Holdings Plc "ZCCM-IH" completed the agreement to convert ZCCM-IH's dividend rights to a 3.1% royalty interest in KMP. The transaction also provides for 20% of the KMP VAT refunds as at June 30, 2022 to be paid to ZCCM-IH, as and when these are received by KMP from the Zambia Revenue Authority ("ZRA)". As at December 31, 2024, a VAT payable to ZCCM-IH of $58 million, net of adjustment for expected phasing of payments, and an expense of $5 million for the year ended December 31, 2024, has been recognized.
d) Aging analysis of VAT receivable for the Company's Zambian operations
| < 1 year | 1-3 years | 3-5 years | 5-8 years | > 8 years | Total | |
|---|---|---|---|---|---|---|
| Receivable at the period end | 105 | 28 | 405 | 225 | 159 | 922 |
| Adjustment for expected phasing | – | (8) | (126) | (33) | (23) | (190) |
| Total VAT receivable from Zambian operations | 105 | 20 | 279 | 192 | 136 | 732 |
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM
MINERALS
5. INVENTORIES
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Ore in stockpiles | 162 | 171 |
| Work-in-progress | 25 | 37 |
| Finished product | 410 | 410 |
| Total product inventory | 597 | 618 |
| Consumable stores | 957 | 975 |
| 1,554 | 1,593 |
Approximately 121 thousand dry metric tonnes of copper concentrate, equivalent to a cost of $128 million, remains unsold at Cobre Panamá following disruptions at the Punta Rincón port.
An impairment charge of $53 million was recognized in respect of inventories at Ravensthorpe in the year ended December 31, 2024.
6. PROPERTY, PLANT AND EQUIPMENT
| Mineral properties and mine development costs | |||||
|---|---|---|---|---|---|
| Plant and equipment | Capital work-in-progress | Operating mines | Exploration and development projects | Total | |
| Net book value, as at December 31, 2023 | 9,449 | 1,465 | 6,273 | 1,396 | 18,583 |
| Additions | – | 1,244 | – | – | 1,244 |
| Disposals | (22) | – | – | – | (22) |
| Transfers between categories | 366 | (889) | 458 | 65 | – |
| Impairments¹ | (19) | – | (3) | – | (22) |
| Capitalized interest (note 20) | 2 | 52 | – | – | 54 |
| Depreciation charge (note 18) | (370) | – | (274) | – | (644) |
| Net book value, as at December 31, 2024 | 9,406 | 1,872 | 6,454 | 1,461 | 19,193 |
| Cost | 16,693 | 1,872 | 10,361 | 1,461 | 30,387 |
| Accumulated depreciation | (7,287) | – | (3,907) | – | (11,194) |
¹ An impairment charge of $19 million was recognized in respect of additions at Ravensthorpe in the year ended December 31, 2024.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
FIRST QUANTUM
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
| Plant and equipment | Capital work-in-progress | Mineral properties and mine development costs | Total | ||
|---|---|---|---|---|---|
| Operating mines | Exploration and development projects | ||||
| Net book value, as at December 31, 2022 | 9,892 | 1,356 | 6,631 | 1,174 | 19,053 |
| Additions | – | 1,382 | – | – | 1,382 |
| Acquisitions | – | – | – | 201 | 201 |
| Disposals | (44) | – | – | – | (44) |
| Transfers between categories | 881 | (1,295) | 347 | 67 | – |
| Conversion of non-controlling interest rights | – | – | (73) | – | (73) |
| Restoration provision (note 11c) | – | – | 65 | – | 65 |
| Impairments1 | (584) | (4) | (250) | (46) | (884) |
| Capitalized interest (note 20) | – | 26 | – | – | 26 |
| Depreciation charge (note 18) | (696) | – | (447) | – | (1,143) |
| Net book value, as at December 31, 2023 | 9,449 | 1,465 | 6,273 | 1,396 | 18,583 |
| Cost | 16,421 | 1,465 | 9,906 | 1,396 | 29,188 |
| Accumulated depreciation | (6,972) | – | (3,633) | – | (10,605) |
1 In the year ended December 31, 2023 a full impairment test was performed on the Ravensthorpe CGU following margin pressure from weak nickel prices and high operating costs using a fair value less costs of disposal method utilizing a discounted cashflow model based on estimated future cashflows. An impairment charge of $854 million was recognized against property, plant and equipment and other assets at Ravensthorpe in the year ended December 31, 2023. A further $46 million was recognized in respect of other exploration assets in the year ended December 31, 2023
Included within capital work-in-progress and mineral properties – operating mines at December 31, 2024, is an amount of $1,025 million related to capitalized deferred stripping costs (December 31, 2023: $949 million). For the year December 31, 2024, $54 million of interest was capitalized (year ended December 31, 2023: $26 million). The amount of capitalized interest was determined by applying the weighted average cost of borrowings of 8.5% (December 31, 2023: 7.5%) to the accumulated qualifying expenditures.
7. GOODWILL
Goodwill of $237 million arose through the acquisition of Inmet Mining Corporation ("Inmet") in 2013 after the application of IAS 12 – Income taxes, due to the requirement to recognize a deferred tax liability calculated as the tax effect of the difference between the fair value of the assets acquired and their respective tax bases. Goodwill is not deductible for tax purposes. The goodwill was assigned to the Cobre Panamá cash-generating unit.
The carrying value of the Cobre Panamá cash-generating unit at December 31, 2024, was $10,666 million inclusive of the Cobre Panamá power station, and deferred revenue (December 31, 2023: $10,553 million).
The annual impairment test has been performed as at December 31, 2024. For the purposes of the goodwill impairment test, the recoverable amount of Cobre Panamá has been determined using a fair value less costs of disposal calculation based on a cash flow model covering different possible scenarios, including the process of international arbitration and various levels of operation, which uses a post-tax discount rate, taking account of assumptions that would be made by market participants. The outcome of the scenarios considered, and potential associated recoveries remains uncertain.
The future cash flows used in the various scenarios of the model are inherently uncertain and could materially change over time as a result of changes, where applicable, to ore reserves and resources estimates, commodity prices, discount rate, future costs and capital expenditure, estimates related to the fiscal regime, and estimates related to potential arbitral recoveries for Cobre Panamá. For the applicable scenarios, reserves and resources are estimated based on the National Instrument 43-101 compliant report produced by qualified persons adjusted for updates by management since the last report. The various cash flow model scenarios used remain consistent with the reserves and resource volumes approved as part of the Company's estimation of proven and probable reserves in determining the recoverable value of Cobre Panamá. Such volumes are dependent on a number of variables, including the recovery of metal from the ore, production costs,
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM
duration of mining rights, and the selling price of extracted minerals. Commodity prices are management's estimates of the views of market participants, including a long-term copper price of $4.20 per lb. The estimates are derived from the median of consensus forecasts. A nominal discount rate of 10.0% (December 31, 2023: 10.0%) has been applied to future cash flows. Future costs and capital expenditure are based on the latest available engineering reports and are consistent with technical reports prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects. Future Preservation and Safe Management costs assumed in the various cash flow model scenarios are based on management's latest forecasts and budgets. The measurement is classified as level 3 in the fair value hierarchy.
In light of this assessment by management, the calculated recoverable amount of the cash-generating unit exceeds the carrying value of Cobre Panamá at December 31, 2024, and therefore no impairment charge has been recognized. An increase in the discount rate of 3 per cent, or a reduction in the assumed copper price by 55 cents per pound would result in the calculated recoverable amount approximately equalling the carrying value, if all other model inputs remained the same.
8. OTHER ASSETS
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Prepaid expenses | 136 | 133 |
| KPMC shareholder loan | 243 | 188 |
| Other investments | 17 | 17 |
| Derivative instruments (note 23) | 204 | 14 |
| Total other assets | 600 | 352 |
| Less: current portion of other assets | (311) | (123) |
| 289 | 229 |
9. JOINT VENTURE
On November 8, 2017, the Company completed the purchase of a 50% interest in KPMC from LS-Nikko Copper Inc. KPMC is jointly owned and controlled with Korea Mine Rehabilitation and Mineral Resources Corporation ("KOMIR") and holds a 20% interest in Cobre Panamá. The purchase consideration of $664 million comprised the acquisition consideration of $635 million and the reimbursement of cash advances of $29 million with $179 million paid on closing. The final consideration of $100 million was paid in November 2021.
A $560 million investment in the joint venture representing the discounted consideration value and the Company's proportionate share of the profit or loss in Korea Panama Mining Corporation ("KPMC") to date is recognized. For the year ended December 31, 2024, the loss attributable to KPMC was $158 million (December 31, 2023: $55 million loss). The profit or loss in KPMC relates to the 20% equity accounted share of profit or loss reported by Minera Panamá S.A. ("MPSA"), a subsidiary of the Company. The material assets and liabilities of KPMC are an investment in MPSA of $427 million, shareholder loans receivable of $1,180 million from the Company (note 11b) and shareholder loans payable of $1,309 million due to the Company and its joint venture partner KOMIR.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM MINERALS
10. DEBT
| December 31, 2024 | December 31, 2023 | ||
|---|---|---|---|
| Drawn debt | |||
| Senior Notes: | |||
| First Quantum Minerals Ltd. 7.50% due April 2025 | (a) | - | 1,049 |
| First Quantum Minerals Ltd. 6.875% due March 2026 | (a) | - | 997 |
| First Quantum Minerals Ltd. 6.875% due October 2027 | (b) | 1,495 | 1,493 |
| First Quantum Minerals Ltd. 9.375% due March 2029 | (c) | 1,573 | - |
| First Quantum Minerals Ltd. 8.625% due June 2031 | (d) | 1,287 | 1,285 |
| First Quantum Minerals Ltd. senior debt facility | (e) | 1,448 | 1,987 |
| FQM Trident term loan | (f) | 423 | 424 |
| Trading facilities | (g) | 116 | 144 |
| Total debt | 6,342 | 7,379 | |
| Less: current maturities and short term debt | (498) | (769) | |
| 5,844 | 6,610 | ||
| Undrawn debt | |||
| First Quantum Minerals Ltd. senior debt facility | (e) | 750 | 250 |
| Trading facilities | (g) | 410 | 446 |
(a) Redemption of 2025 and 2026 Senior Notes
In March 2024, the Company completed the redemption in full of its $1,050 million 7.50% senior notes due 2025 and $1,000 million 6.875% senior notes due 2026. The Company redeemed the notes at a redemption price of 100.00% of the principal amount, plus accrued and unpaid interest, using the proceeds from its previously-announced comprehensive refinancing.
(b) First Quantum Minerals Ltd. 6.875% due October 2027
On September 17, 2020, the Company announced the offering and pricing of $1,500 million of 6.875% Senior Notes due 2027 at an issue price of 100.00%. Settlement took place on October 1, 2020. The Company and its subsidiaries are subject to certain restrictions on asset sales, payments, incurrence of indebtedness and issuance of preferred stock.
The notes are part of the senior obligations of the Company and are guaranteed by certain subsidiaries of the Company. Interest is payable semi-annually.
The Company may redeem some or all of the notes at any time on or after October 15, 2023, at redemption prices ranging from 103.44% in the first year to 100% from October 2025, plus accrued interest. In addition, until October 15, 2023, the Company may redeem up to 35% of the principal amount of notes, in an amount not greater than the net proceeds of certain equity offerings, at a redemption price of 106.875% plus accrued interest.
(c) First Quantum Minerals Ltd. 9.375% due June 2029
On February 21, 2024 the Company announced the offering and pricing of $1,600 million of 9.375% Senior Notes due 2029 at an issue price of 100.00%. Settlement took place on February 29, 2024. The notes are part of the senior obligations of the Company and are guaranteed by certain subsidiaries of the Company. Interest is payable semi-annually. The Company and its subsidiaries are subject to certain restrictions on asset sales, payments, incurrence of indebtedness and issuance of preferred stock.
The Company may redeem some or all of the notes at any time on or after March 1, 2026, at redemption prices ranging from 104.688% in the first year to 100.000% from March 1 2028, plus accrued interest. In addition, until March 1, 2026, the Company may redeem up to 35% of the principal amount of notes, in an amount not greater than the net proceeds of certain equity offerings, at a redemption price of 109.375% plus accrued interest.
In addition, and prior to March 1, 2026, subject to certain conditions at Cobre Panama, the Company may, at its option, on only one occasion, redeem up to 35% of the aggregate principal amount of the 2029 Notes at a redemption price equal to
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM MINERALS
107.031% of the aggregate principal amount thereof, plus accrued and unpaid interest and certain additional amounts, if any, thereon to, but not including, the applicable redemption date.
(d) First Quantum Minerals Ltd. 8.625% due June 2031
On May 17, 2023 the Company announced the offering and pricing of $1,300 million of 8.625% Senior Notes due 2031 at an issue price of 100.00%. Settlement took place on May 30, 2023. The notes are part of the senior obligations of the Company and are guaranteed by certain subsidiaries of the Company. Interest is payable semi-annually. The Company and its subsidiaries are subject to certain restrictions on asset sales, payments, incurrence of indebtedness and issuance of preferred stock.
The Company may redeem some or all of the notes at any time on or after June 1, 2026, at redemption prices ranging from 104.313% in the first year to 100.000% from June 1 2028, plus accrued interest. In addition, until June 1, 2026, the Company may redeem up to 35% of the principal amount of notes, in an amount not greater than the net proceeds of certain equity offerings, at a redemption price of 108.625% plus accrued interest.
(e) First Quantum Minerals Ltd. senior debt facility
In February 2024, the Company signed an amendment and extension of the existing 2021 Term Loan and Revolving Credit Facility ("RCF"), replacing the 2021 Term Loan and RCF Facility. The 2024 Facility comprises a $943 million Term Loan Facility, with a balance of $921 million as at December 31, 2024, following scheduled repayments in 2024, and a $1.3 billion RCF. Interest is charged at SOFR plus a margin. This margin can change relative to a certain financial ratio of the Company. The amendments to the Facility provide the Company with additional liquidity headroom and increases the net leverage covenant from 3.50x to 5.75x Net Debt/EBITDA until June 30, 2025. The net leverage covenant is then reduced to 5.00x between July 1, 2025 and December 31, 2025; 4.25x between January 1, 2026 and June 30, 2026; and 3.75x thereafter. The definitions of both Net Debt and EBITDA used in computing the ratio under the covenant are defined in the Financing Agreements.
At December 31, 2024, $550 million of the RCF had been drawn, leaving $750 million available for the Company to draw.
(f) FQM Trident term loan
On February 12, 2024, FQM Trident agreed with the lenders to its unsecured term loan facility to reschedule loan repayments due in 2024 to 2025. On October 15, 2024, FQM Trident signed a $425 million unsecured term loan facility (the "FQM Trident Facility") with a maturity date of September 2028 to replace the previous Trident facility, scheduled to mature in December 2025. Repayments on the FQM Trident Facility commence in March 2026 and are due every 6 months thereafter.
The principal outstanding under the FQM Trident Facility as at December 31, 2024 was $425 million.
(g) Trading facilities
The Company's metal marketing division has six uncommitted borrowing facilities totalling $526 million, which have been reduced while Cobre Panama remains on P&SM. The facilities are used to finance purchases and the short term hedging of copper, gold and other metals, undertaken by the metal marketing division. Interest on the facilities is calculated at the bank's benchmark rate plus a margin. The loans are collateralized by physical inventories.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM
MINERALS
11. PROVISIONS AND OTHER LIABILITIES
a) Provisions and other liabilities
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Amount owed to joint venture (note 11b)1 | 1,180 | 1,156 |
| Restoration provisions (note 11c) | 598 | 647 |
| VAT payable to ZCCM-IH2 | 58 | 52 |
| Derivative instruments (note 23) | 38 | 62 |
| Other loans owed to non-controlling interests (note 11d) | 214 | 202 |
| Liabilities directly associated with assets held for sale | 16 | 18 |
| Leases | 13 | 20 |
| Retirement provisions | 15 | 18 |
| Copper Prepayment Agreement (note 12b) | 217 | – |
| Other | 14 | 76 |
| Total other liabilities | 2,363 | 2,251 |
| Less: current portion of provisions, other liabilities and deferred revenue | (318) | (182) |
| 2,045 | 2,069 |
1 The shareholder loan is due from the Company's Cobre Panamá operation to KPMC, a 50:50 joint venture between the Company and KOMIR.
2 On April 4, 2023 the Company's subsidiary, KMP and ZCCM-IH completed the agreement to convert ZCCM-IH's dividend rights to a 3.1% royalty interest in KMP. The transaction also provides for 20% of the KMP VAT refunds as at June 30, 2022 to be paid to ZCCM-IH, as and when these are received by KMP from the ZRA.
b) Amount owed to joint venture
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Balance at the beginning of the year | 1,156 | 1,256 |
| Related party finance cost (note 20) | 124 | 92 |
| Gain on modification1 | (100) | – |
| Repayment | – | (192) |
| Balance at end of year due to KPMC | 1,180 | 1,156 |
1 In the fourth quarter of 2024, MPSA revised the terms of the loan agreement with KPMC. Effective November 1, 2024, MPSA has agreed with KPMC to suspend interest accruals and payments up to twelve months. The modification was on an arm's lengths basis and deemed to be non-substantial under IFRS 9, and resulted in an adjustment to the carrying amount of the liability of $100 million, which has been recorded in net earnings. Finance cost has continued to be accreted, applying the effective interest method under IFRS 9.
As at December 31, 2024, the accrual for interest payable is $340 million (December 31, 2023: $216 million) and is included in the carrying value of the amount owed to the joint venture, as this has been deferred under the loan agreement. Amounts due to KPMC are specifically excluded from the calculation of net debt as defined under the Company's banking covenant ratios.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM
MINERALS
c) Restoration provisions
The Company has restoration and remediation obligations associated with its operating mines, processing facilities, closed sites and development projects. The following table summarizes the movements in the restoration provisions:
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Balance at the beginning of the year | 647 | 555 |
| Changes in estimate – operating sites (note 6) | – | 65 |
| Changes in estimate – closed sites (note 21) | (39) | 4 |
| Other adjustments | (32) | 6 |
| Accretion expense (note 20) | 22 | 17 |
| Balance at year end | 598 | 647 |
| Less: current portion | (7) | (3) |
| 591 | 644 |
The Company has issued letters of credit which are guaranteed by cash deposits, classified as restricted cash on the balance sheet at December 31, 2024, totalling $45 million (December 31, 2023: $33 million).
The restoration provisions have been recorded initially as a liability based on management's best estimate of cash flows, using a risk-free discount between 4.0% and 4.8% (December 31, 2023, between 4.0% and 4.8%) and an inflation factor between 2.0% and 23.8% (December 31, 2023, between 2.0% and 20.0%). Reclamation activity is expected to occur over the life of each of the operating mines, a period of up to 32 years, with the majority payable in the years following the cessation of mining operations.
d) Other loans owed to non-controlling interests
On September 30, 2021, the Company completed the sale of a 30% equity interest in Ravensthorpe. Consideration paid of $240 million comprised cash for equity of $90 million and loans acquired of $150 million. Additional subsequent loans to date of $28 million have been made.
During the third quarter 2023, the Company's interest in Ravensthorpe increased from 70.0% to 75.7% following an equity raise which POSCO Holdings, the minority shareholder, elected not to participate in.
Effective October 1, 2024, Ravensthorpe has agreed with POSCO Holdings, to postpone interest accruals and payments on the non-current loan. Finance cost has continued to be accreted, applying the effective interest method under IFRS 9.
During 2024, accrued interest and finance cost accretion to date amounted to $10 million and $3 million, respectively.
12. DEFERRED REVENUE
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Franco-Nevada Precious Metal Stream Arrangement (note 12a) | 1,481 | 1,420 |
| Copper Prepayment Agreement (note 12b) | 500 | – |
| Balance at the end of the year | 1,981 | 1,420 |
| Less: current portion (note 11) | (217) | – |
| Non-current portion | 1,764 | 1,420 |
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM
MINERALS
a) Franco-Nevada Precious Metal Stream Arrangement
The Company commenced the recognition of delivery obligations under the terms of the Franco Nevada precious metal stream arrangement in June 2019 following the first sale of copper concentrate by Cobre Panamá. The Company uses refinery-backed credits as the mechanism for satisfying its delivery obligations under the arrangement. The Company's Cobre Panamá mine was placed into a phase of P&SM in November 2023. In the year ended December 31, 2024, nil million was delivered under the stream the cost of which are presented net within sales revenues (year ended December 31, 2023: $240 million).
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Balance at the beginning of the year | 1,420 | 1,455 |
| Accretion of finance costs (note 20) | 61 | 61 |
| Amortization of gold and silver revenue | – | (96) |
| Balance at the end of the year | 1,481 | 1,420 |
a) Franco-Nevada Precious Metal Stream Arrangement
The Company, through its subsidiary, MPSA, has a precious metal streaming arrangement with Franco-Nevada. The arrangement comprises two tranches. Under the first phase of deliveries under the first tranche ("Tranche 1") Cobre Panamá will supply Franco-Nevada 120 ounces of gold and 1,376 ounces of silver for each 1 million pounds of copper produced, deliverable within 5 days of eligible copper concentrate sales. Under the first phase of deliveries under the second tranche ("Tranche 2") Cobre Panamá will supply Franco-Nevada a further 30 ounces of gold and 344 ounces of silver for each 1 million pounds of copper produced, deliverable within 5 days of eligible copper concentrate sales.
Tranche 1 was finalized on October 5, 2015 which provided for $1 billion of funding to the Cobre Panamá project. Under the terms of Tranche 1, Franco-Nevada, through a wholly owned subsidiary, agreed to provide a $1 billion deposit to be funded on a pro-rata basis of 1:3 with the Company's 80% share of the capital costs of Cobre Panamá in excess of $1 billion. The full Tranche 1 deposit amount has been fully funded to MPSA. Tranche 2 was finalized on March 16, 2018, and $356 million was received on completion. Proceeds received under the terms of the precious metals streaming arrangement are accounted for as deferred revenue.
The amount of precious metals deliverable under both tranches is indexed to total copper-in-concentrate sold by Cobre Panamá. Under the terms of Tranche 1 the ongoing payment of the Fixed Payment Stream is fixed per ounce payments of $464.21 per oz gold and $6.96 per oz silver subject to an annual inflation adjustment for the first 1,341,000 ounces of gold and 21,510,000 ounces of silver (approximately the first 20 years of expected deliveries). Thereafter the greater of $464.21 per oz for gold and $6.96 per oz for silver, subject to an annual adjustment for inflation, and one half of the then prevailing market price. Under Tranche 2 the ongoing price per ounce for deliveries is 20% of the spot price for the first 604,000 ounces of gold and 9,618,000 ounces of silver (approximately the first 25 years of production), and thereafter the price per ounce rises to 50% of the spot price of gold and silver.
In all cases, the amount paid is not to exceed the prevailing market price per ounce of gold and silver.
b) Copper Prepayment Agreement
On February 15, 2024, the Company signed a $500 million 3-year copper prepayment agreement with Jiangxi Copper ("Copper Prepayment Agreement"). The agreement provides for the delivery of 50kt of copper anode per annum from Kansanshi payable at market prices. The prepaid amount will reduce in line with deliveries over the second and third years of the Prepayment Agreement.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM
MINERALS
13. INCOME TAX EXPENSES
The significant components of the Company's income tax expense are as follows:
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Current income tax expense | 269 | 605 |
| Deferred income tax expense | 119 | 152 |
| 388 | 757 |
Taxes paid of $128 million includes $12 million of VAT receivables that were offset in settlement of Zambian income taxes payable.
The income taxes shown in the consolidated statements of earnings (loss) differ from the amounts obtained by applying statutory rates to the earnings before income taxes due to the following:
| 2024 | 2023 | |||
|---|---|---|---|---|
| Amount $ | % | Amount $ | % | |
| Earnings (Loss) before income taxes | 280 | (486) | ||
| Income tax expense at Canadian statutory rates | 76 | 27 | (131) | 27 |
| Difference in foreign tax rates | 8 | 3 | (99) | 20 |
| Resource and depletion allowances¹ | — | — | (65) | 13 |
| Non-deductible expenses | 7 | 3 | 41 | (8) |
| Losses not recognized² | 305 | 109 | 399 | (82) |
| Recognition and de-recognition of deferred tax assets³ | — | — | 179 | (37) |
| Prior year taxes relating to Panama⁴ | — | — | 277 | (57) |
| Mining taxes⁵ | — | — | 156 | (32) |
| Impact of foreign exchange | (8) | (3) | — | — |
| Income tax expense | 388 | 139 | 757 | (156) |
¹ Certain allowances, incentives and tax deductions applicable only to the extractive industry.
² Consists of financing cost that were incurred in Canada and losses incurred in Australia and Panama where it is not probable that sufficient taxable income will be generated.
³ In the prior year, the Company derecognized $160 million of deferred tax assets in Ravensthorpe and $19 million in Panama.
⁴ In the prior year, the Company paid income taxes, withholding tax and mining taxes relating to 2021 and 2022 years pursuant to Law 406 in Panama.
⁵ In the prior year, the Company paid mining taxes based on adjusted gross profits at a rate between 12-16% pursuant to Law 406 in Panama.
In 2024, no income tax payments were made in Panama.
In March 2023, the Company and the Government of Panama ("GOP") agreed to a Refreshed Concession Agreement contract that provided for an initial 20-year term with a 20-year extension option and possible additional extension for life of mine. The agreement included an annual minimum contribution of $375 million in Government income, comprised of corporate taxes, withholding taxes and a profit-based mineral royalty of 12 to 16 percent, with downside protections. Following due public consultation and regulatory signoff, the National Assembly in Panama approved Bill 1100, being the proposal for approval of the Refreshed Concession Contract for the Cobre Panamá mine on October 20, 2023. On the same day, President Laurentino Cortizo sanctioned Bill 1100 into Law 406, which was subsequently published in the Official Gazette. Law 406 approved the concession contract for the Cobre Panamá mine on October 20, 2023. On November 16, 2023, in accordance with its contractual obligations to the Republic of Panama under Law 406, the Company made tax and royalty payments of $567 million in respect of the period from December 2021 to October 2023. On November 28, 2023, the Supreme Court of Justice of Panama announced that it declared Law 406 unconstitutional. The ruling was subsequently published in the Official Gazette on December 2, 2023.
As the ruling on unconstitutionality is not retroactive, the Company has recorded all payments of taxes and royalties that were calculated based on a taxable margin as current tax expense as per Law 406 up to December 2, 2023. Subsequent to December 2, 2023, the Company has recorded all taxes and royalties as per the general income tax and mining code.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM
MINERALS
Of the $567 million payment, $20 million relates to 2021, $375 million relates to 2022 and $172 million relates to 2023. Payments for 2023 include corporate taxes, withholding taxes and a profit-based mineral royalty of 12 to 16 percent. Taxes not calculated based on a taxable margin, which includes a top-up of $76 million to $375 million for the year 2022, are included in cost of sales and not in tax expense.
The deferred income tax assets and liabilities included on the balance sheet are as follows:
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Deferred income tax assets | 50 | 50 |
| Deferred income tax liabilities | (1,007) | (874) |
| (957) | (824) |
The significant components of the Company's deferred income taxes are as follows:
| 2024 | 2023 | |
|---|---|---|
| Temporary differences relating to property, plant and equipment | (1,122) | (1,036) |
| Unused operating losses | 42 | 78 |
| Temporary differences relating to non-current liabilities (including restoration provisions) | 55 | 54 |
| Temporary differences relating to inventory | 13 | 7 |
| Unrealized foreign exchange loss and phasing of Zambian VAT receivable | 24 | 42 |
| Other | 31 | 31 |
| Net deferred income tax liabilities | (957) | (824) |
The Company believes that it is probable that the results of future operations will generate sufficient taxable income to realize the above noted deferred income tax assets.
The Company has unrecognized deductible temporary differences relating to operating loss carryforwards that may be available for tax purposes in Canada totalling $6,235 million (December 31, 2023: $6,263 million) expiring between 2025 and 2044, in Panama totalling $1,569 million (December 31, 2023: $1,604 million) expiring between 2025 and 2029 and in Australia totalling $764 million (December 31, 2023: $683 million) with no expiry date.
The Company has unrecognized deductible temporary differences relating to restricted interest expense that may be available for tax purposes in Canada totalling $418 million (December 31, 2023: $0 million) with no expiry, and in Australia totalling $44 million (December 31, 2023: $0 million) expiring 2039.
The Company has non-Canadian resident subsidiaries that have undistributed earnings of $1,595 million (December 31, 2023: $3,145 million). These undistributed earnings are not expected to be repatriated in the foreseeable future and the Company has control over the timing of such, therefore taxes that may apply on repatriation have not been provided for.
On June 20, 2024, the Government of Canada enacted the Global Minimum Tax Act ("GMTA") which implements key measures of the OECD's Pillar Two GMT in Canada and includes the introduction of a 15% GMT that applies to large multinational enterprise groups with global consolidated revenues over €750 million. The legislation is effective from January 1, 2024. As a result, the Company is liable to pay a top-up tax in Canada when the effective tax rate in a jurisdiction in which its subsidiary operates is below the 15% minimum rate.
In December 2023, the Government of Switzerland implemented supplementary tax measures in response to the OECD's Pillar Two GMT initiative. The supplementary tax measures includes the introduction of a Qualified Domestic Minimum Top-Up Tax for tax years beginning on or after January 1, 2024, which tops up the Switzerland effective tax rate to 15%. As a result of these changes, the Company's subsidiary in Switzerland recognized an additional income tax expense of $3 million in the year ended December 31, 2024.
All entities within the Company group have an effective tax rate of at least 15% for the year ended December 31, 2024, including our subsidiary in Switzerland as a result of the new measures enacted by the Government of Switzerland as described above. Therefore, no tax expense was recognized in respect of the GMTA for the year ended December 31, 2024.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM MINERALS
14. SHARE CAPITAL
a) Common shares
Authorized
Unlimited common shares without par value Issued
| Number of shares (000's) | |
|---|---|
| Balance as at December 31, 2023 | 693,599 |
| Shares issued through Equity issue | 139,932 |
| Shares issued through Share Option Plan | 675 |
| Balance as at December 31, 2024 | 834,206 |
The balance of share capital at December 31, 2024 was $6,771 million (December 31, 2023: $5,668 million).
On January 6, 2020, the Company announced adoption of a Shareholders Rights Plan. The Shareholders Rights Plan ("the Rights Plan") applies in the event of any person or persons acting in concert having beneficial ownership of 20% or more of the Company's outstanding common shares without having complied with bid provisions under the Rights Plan. In the occurrence of such an event, each outstanding common share has a right attached to it to purchase additional common shares of the Company, at a substantial discount to the then market price.
On July 23, 2024, the Company entered into a shareholder rights agreement (the "Shareholder Rights Agreement" or "SRA") with Jiangxi Copper. The Shareholder Rights Agreement will formalize and provide structure to the relationship that exists between the two organizations. Further, the Shareholder Rights Agreement is also expected to support reasonable sharing of best practices between the parties across the copper value chain, including in smelting and refining, in which Jiangxi Copper is a world leader. The four key provisions of the SRA are:
- Nomination rights: Jiangxi Copper will have the right to nominate one person for consideration by the Nominating and Governance Committee of the board of the Company, which will make a recommendation to the board regarding the appointment or election of the nominee;
- Standstill: Jiangxi Copper has agreed to customary standstill restrictions which, subject to certain exceptions, prohibit Jiangxi Copper from taking certain actions, including, without the consent of the Company, acquiring shares of the Company during the term of the SRA and for a period of six months following the termination of the SRA;
- Restrictions on dispositions: Jiangxi Copper has agreed to certain restrictions on the disposition of its shares of the Company which include, subject to certain exceptions (i) the right of the Company to designate one or more purchasers of such shares in the event that Jiangxi Copper proposes to sell a block of 5% or more of the shares of the Company, and (ii) not selling such shares to any person that owns, or would own, following completion of such sale, more than 9.9% of the issued and outstanding shares of the Company (allowing for certain ordinary secondary market transactions executed through the TSX or other stock exchanges on which the common shares are listed); and,
- Shareholder support: Jiangxi Copper has agreed that it will not withhold its vote in respect of the director nominees proposed by management of the Company or the reappointment of auditors, nor will it vote against any other matters recommended by the Company's board of directors (other than matters relating to an acquisition of all the shares of the Company by a third party, a sale of a controlling interest in any material asset of the Company or an issuance of shares that would result in a person owning more than 10% of the issued and outstanding shares of the Company).
The SRA will terminate upon the earlier of July 23, 2027 and the date on which Jiangxi Copper's ownership percentage of the Company's shares falls below 10%. Jiangxi Copper and the Company may terminate the SRA at any time by mutual written agreement.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM
MINERALS
b) Treasury shares
The Company established an independent trust to purchase, on the open market, the common shares pursuant to the long-term incentive plan (note 16a). The Company consolidates the trust as it is subject to control by the Company. Consequently, shares purchased by the trust to satisfy obligations under the long-term incentive plan are recorded as treasury shares in shareholders' equity. Generally, dividends received on shares held in the trust will be paid to plan participants in cash as received.
| Number of shares (000's) | |
|---|---|
| Balance as at December 31, 2022 | 6,257 |
| Shares purchased | 4,495 |
| Shares vested | (3,939) |
| Balance as at December 31, 2023 | 6,813 |
| Shares purchased | 596 |
| Shares vested | (1,248) |
| Balance as at December 31, 2024 | 6,161 |
The balance of shares held in the trust as at December 31, 2024 was $79 million (December 31, 2023: $56 million).
c) Dividends
On July 25, 2023, the Company declared an interim dividend of CDN$0.08 per share, in respect of the financial year ended December 31, 2023 (paid on September 19, 2023 to shareholders of record on August 28, 2023.
On January 15, 2024, the Company announced that it had suspended its final dividend in respect of the financial year ended December 31, 2023 (February 14, 2023: CDN$0.13 per share) as a result of Cobre Panamá being in a phase of Preservation and Safe Management.
15. EARNINGS (LOSS) PER SHARE
| 2024 | 2023 | |
|---|---|---|
| Basic and diluted earnings (loss) attributable to shareholders of the Company | 2 | (954) |
| Basic weighted average number of shares outstanding (000's of shares) | 812,222 | 690,876 |
| Potential dilutive securities | – | – |
| Diluted weighted average number of shares outstanding (000's of shares) | 812,222 | 690,876 |
| Earnings (Loss) per common share – basic (expressed in $ per share) | 0.00 | (1.38) |
| Earnings (Loss) per common share – diluted (expressed in $ per share) | 0.00 | (1.38) |
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM
MINERALS
16. SHARE BASED COMPENSATION AND RELATED PARTY TRANSACTIONS
a) Long-term incentive plans
The Company has a long-term incentive plan (the "Plan"), which provides for the issuance of performance stock units ("PSUs") and restricted stock units ("RSUs") in such amounts as approved by the Company's Compensation Committee. Included in general and administrative expense is share-based compensation expense of $52 million (December 31, 2023: $43 million) related to this Plan.
Under the Plan, each PSU entitles participants, which includes directors, officers, and employees, to receive up to one-and-a-half common shares of the Company at the end of a three-year period if certain performance and vesting criteria, which are based on the Company's performance relative to a representative group of other mining companies, have been met. The fair value of each PSU is recorded as compensation expense over the vesting period. The fair value of each PSU is estimated using a Monte Carlo Simulation approach. A Monte Carlo Simulation is a technique used to approximate the probability of certain outcomes, called simulations, based on normally distributed random variables and highly subjective assumptions. This model generates potential outcomes for stock prices and allows for the simulation of multiple stocks in tandem resulting in an estimated probability of vesting.
Under the Plan, each RSU entitles the participant to receive one common share of the Company subject to vesting criteria. RSU grants typically vest fully at the end of the three-year period. The fair value of each RSU is recorded as compensation expense over the vesting period. The fair value of each RSU is estimated based on the market value of the Company's shares at the grant date and an estimated forfeiture rate of 11.5% (December 31, 2023: 11.5%).
The Company has a long term compensation scheme for the next generation of operational business leaders (current directors do not participate in the scheme), KRSUs. The scheme allows for full vesting over eight years with partial vesting commencing in the fourth year. The objectives of the scheme are to promote a long-term strategic focus amongst participants and to facilitate the Company's management succession plans as the roles of the founding directors transition during the scheme period. Included in general and administrative expense is share-based compensation expense of $5 million (December 31, 2023: $7 million) related to this Plan.
The Company will meet its obligations under the scheme through market purchases.
| | 2024
Number of units
(000's) | 2023
Number of units
(000's) |
| --- | --- | --- |
| Performance stock units | | |
| Outstanding - beginning of year | 1,952 | 3,112 |
| Granted | 2,391 | 1,404 |
| Vested | (134) | (2,472) |
| Forfeited | (628) | (92) |
| Outstanding - end of year | 3,581 | 1,952 |
| Restricted stock units | | |
| Outstanding - beginning of year | 4,348 | 6,090 |
| Granted | 5,052 | 1,154 |
| Vested | (1,210) | (2,483) |
| Forfeited | (725) | (413) |
| Outstanding - end of year | 7,465 | 4,348 |
| Key restricted stock units | | |
| Outstanding – beginning of year | 4,492 | 6,010 |
| Granted | — | — |
| Vested | (989) | (1,208) |
| Forfeited | (196) | (310) |
| Outstanding - end of year | 3,307 | 4,492 |
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM
MINERALS
The following assumptions were used in the Monte Carlo Simulation model to calculate compensation expense in respect of the PSUs granted in the following years:
| 2024 | 2023 | |
|---|---|---|
| Risk-free interest rate | 4.32 % | 4.49 % |
| Vesting period | 3 years | 3 years |
| Expected volatility | 64.42 % | 50.10 % |
| Expected forfeiture per annum | 4.00 % | 4.00 % |
| Weighted average probability of vesting | 55.40 % | 56.06 % |
b) Share option plan
The Company has in the past granted share options over common shares in the Company to certain management. Options are exercisable at a price equal to the closing quoted price of the Company's shares on the date of grant and are fully vested after three years. Options are forfeited if the employee leaves the Company before the options vest. If the options remain unexercised after a period of five years from the grant date the options expire.
Each share option converts into one common share on exercise. An amount equal to the share price at the date of grant is payable by the recipient on the exercise of each option. The options carry neither rights to dividends nor voting rights.
Options may be exercised at any time from the date of vesting to the date of their expiry.
| | 2024
Number of
units
(000's) | 2023
Number of
units
(000's) |
| --- | --- | --- |
| Share options | | |
| Outstanding - beginning of year | 741 | 1,307 |
| Exercised | (675) | (508) |
| Forfeited | (66) | (58) |
| Expired | — | — |
| Outstanding - end of year | 0 | 741 |
| Exercisable - end of year | — | — |
Volatility was calculated with reference to the Company's historical share price volatility up to the grant date to reflect a term approximate to the expected life of the option.
The Company recognized total expenses of $nil (December 31, 2023: $nil) related to equity-settled share-based payments on share options issued under the above plan for the year ended December 31, 2024.
c) Key management compensation
Key management personnel include the members of the senior management team and directors.
| 2024 | 2023 | |
|---|---|---|
| Salaries, fees and other benefits | 5 | 5 |
| Bonus payments | 1 | 1 |
| Share based compensation | 5 | 6 |
| Total compensation paid to key management | 11 | 12 |
d) Other related party transactions
Amounts paid to related parties were incurred in the normal course of business and on an arm's length basis. During the year, $nil (December 31, 2023: $6 million) was paid to parties related to key management. As at December 31, 2024, $nil (December 31, 2023: $1 million) was included in trade and other payables concerning related party amounts payable.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
^{}[]
FIRST QUANTUM
MINERALS
17. SALES REVENUES
| 2024 | 2023 | |
|---|---|---|
| Copper | 4,015 | 5,641 |
| Gold | 347 | 319 |
| Nickel | 335 | 341 |
| Other | 105 | 155 |
| 4,802 | 6,456 |
18. COST OF SALES
| 2024 | 2023 | |
|---|---|---|
| Costs of production | (2,779) | (4,081) |
| Depreciation | (644) | (1,143) |
| Movement in inventory | (40) | 38 |
| Movement in depreciation in inventory | 11 | 22 |
| (3,452) | (5,164) |
19. EXPENSES BY NATURE¹
| 2024 | 2023 | |
|---|---|---|
| Depreciation | (633) | (1,121) |
| Employment costs, benefits and contractor | (754) | (1,135) |
| Raw materials and consumables | (586) | (1,027) |
| Royalties² | (341) | (345) |
| Repairs and maintenance | (229) | (379) |
| Fuel | (229) | (398) |
| Freight | (157) | (231) |
| Utilities | (254) | (219) |
| Change in inventories | (40) | 38 |
| Other | (401) | (519) |
| (3,624) | (5,336) |
¹ Expenses presented above include cost of sales, general and administrative and exploration expenses.
² Taxes not calculated based on a taxable margin, which includes in the year ended December 31, 2023 a top-up of $76 million to $375 million for the year 2022 at Cobre Panamá, are included in cost of sales and not in tax expense.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM
MINERALS
20. FINANCE COSTS
| 2024 | 2023 | |
|---|---|---|
| Interest expense on debt | (591) | (556) |
| Interest expense on other financial liabilities | (19) | (19) |
| Interest expense on financial liabilities measured at amortized cost | (610) | (575) |
| Related party finance cost (note 11b) | (124) | (92) |
| Finance cost accretion on deferred revenue (note 12a) | (61) | (61) |
| Finance cost accretion on Copper Prepayment Agreement (note 12b) | (36) | – |
| Accretion on restoration provision | (22) | (17) |
| Total finance costs | (853) | (745) |
| Less: interest capitalized (note 6) | 54 | 26 |
| (799) | (719) |
21. OTHER EXPENSE
| 2024 | 2023 | |
|---|---|---|
| Care and maintenance1 | (253) | – |
| Foreign exchange gains (losses) | 4 | (67) |
| Change in restoration provision for closed properties (note 11c) | 39 | (4) |
| Share in loss in joint venture (note 9) | (85) | (18) |
| Restructuring expense | (14) | (49) |
| Other income (expenses) | 16 | (4) |
| (293) | (142) |
1 The Care and maintenance expense for the fourth quarter and full year ended December 31, 2024 includes $39 million and $191 million respectively for Cobre Panamá.
22. SEGMENTED INFORMATION
The Company's reportable operating segments are Cobre Panamá, Kansanshi and Trident. Each of the reportable segments report information separately to the CEO, the chief operating decision maker.
The Corporate & other segment includes the Company's remaining operations, Guelb Moghrein, Las Cruces, Çayeli, Pyhäsalmi and Ravensthorpe, the metal marketing division which purchases and sells third party material, and the exploration projects. The Corporate & other segment is responsible for the evaluation and acquisition of new mineral properties, regulatory reporting, treasury and finance and corporate administration.
The Company's operations are subject to seasonal aspects, in particular the rainy season in Zambia. The rainy season in Zambia generally starts in November and continues through April, with the heaviest rainfall normally experienced in the months of January, February and March. As a result of the rainy season, mine pit access and the ability to mine ore is lower in the first quarter of the year than other quarters and the cost of mining is higher.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM
Earnings (Loss) by segment
For the year ended December 31, 2024, segmented information for the statement of earnings (loss) is presented as follows:
| Revenue 1 | Cost of sales (excluding depreciation) | Depreciation | Other | Operating profit (loss) 2,8 | Income tax expense | |
|---|---|---|---|---|---|---|
| Cobre Panamá 3 | (6) | – | (43) | (184) | (233) | – |
| Kansanshi 4 | 2,059 | (1,256) | (251) | (38) | 514 | (161) |
| Trident 5 | 2,196 | (1,152) | (311) | (33) | 700 | (180) |
| Corporate & other 6,7 | 553 | (411) | (28) | (285) | (171) | (47) |
| Total | 4,802 | (2,819) | (633) | (540) | 810 | (388) |
1 Refinery-backed credits presented net within revenue – see note 12.
2 Operating profit (loss) less net finance costs and taxes equals net earnings (loss) for the period on the consolidated statement of earnings (loss).
3 Cobre Panamá is 20% owned by KPMC, a joint venture.
4 On April 4, 2023 the Company's subsidiary, KMP and ZCCM-IH completed the agreement to convert ZCCM-IH's dividend rights to a 3.1% royalty interest in KMP.
5 Trident includes Sentinel copper mine and the Enterprise Nickel mine. The Enterprise Nickel mine was declared to be in Commercial production, effective June 1, 2024. $19 million of Enterprise Nickel pre-commercial production revenues are included in the year ended December 31, 2024.
6 Corporate & other includes Guelb Moghrein, Las Cruces, Çayeli and Pyhäsalmi and Ravensthorpe, which was previously reported separately.
7 Corporate & other revenue includes hedge gains and losses recognized on zero cost collar options.
8 Finance costs of $799 million, including interest expense on debt, are not included within operating profit. See note 20.
For the year ended December 31, 2023, segmented information for the statement of earnings (loss) is presented as follows:
| Revenue 1 | Cost of sales (excluding depreciation) | Depreciation | Other | Operating profit (loss) 2,8 | Income tax (expense) credit | |
|---|---|---|---|---|---|---|
| Cobre Panamá 3 | 2,513 | (1,115) | (531) | (35) | 832 | (499) |
| Kansanshi | 1,598 | (1,245) | (221) | (72) | 60 | (7) |
| Trident 4 | 1,665 | (955) | (278) | (40) | 392 | (106) |
| Corporate & other 5 | 680 | (728) | (91) | (1,067) | (1,206) | (145) |
| Total | 6,456 | (4,043) | (1,121) | (1,214) | 78 | (757) |
1 Refinery-backed credits presented net within revenue – see note 12.
2 Operating profit (loss) less net finance costs and taxes equals net earnings (loss) for the period on the consolidated statement of earnings (loss).
3 Cobre Panamá is 20% owned by KPMC, a joint venture.
4 Trident includes Sentinel copper mine and the Enterprise Nickel project.
5 Corporate & other includes Guelb Moghrein, Las Cruces, Çayeli, Pyhäsalmi and Ravensthorpe
6 Finance costs of $719 million, including interest expense on debt, are not included within operating profit. See note 20.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM MINERALS
Balance sheet by segment
Segmented information on balance sheet items is presented as follows:
| December 31, 2024 | December 31, 2023 | |||||
|---|---|---|---|---|---|---|
| Non-current assets 1 | Total assets | Total liabilities | Non-current assets 1 | Total assets | Total liabilities | |
| Cobre Panamá 2 | 11,500 | 12,307 | 2,807 | 11,533 | 12,322 | 2,923 |
| Kansanshi 3 | 3,251 | 4,282 | 850 | 2,611 | 3,853 | 798 |
| Trident 4 | 2,860 | 3,656 | 1,205 | 2,896 | 3,669 | 1,072 |
| Corporate & other 5,6 | 1,853 | 3,862 | 7,343 | 1,757 | 3,914 | 8,187 |
| Total | 19,464 | 24,107 | 12,205 | 18,797 | 23,758 | 12,980 |
1 Non-current assets include $19,193 million of property plant and equipment (December 31, 2023: $18,583 million) and exclude financial instruments, deferred tax assets, VAT receivable and goodwill.
2 Cobre Panamá is 20% owned by KPMC, a joint venture.
3 On April 4, 2023 the Company's subsidiary, KMP and ZCCM-IH completed the agreement to convert ZCCM-IH's dividend rights to a 3.1% royalty interest in KMP. This transaction also provides for 20% of the KMP VAT refunds as at June 30, 2022 to be paid to ZCCM-IH, as and when they are received by KMP from the ZRA.
4 Trident includes Sentinel copper mine and the Enterprise Nickel mine.
5 Included within the corporate segment are assets relating to the Haquira project, $720 million (December 31, 2023: $711 million), to the Taca Taca project, $492 million (December 31, 2023: $485 million), and to the La Granja project, $249 million (December 31, 2023: $207 million).
6 Corporate & other includes Guelb Moghrein, Las Cruces, Çayeli, Pyhâsalmi and Ravensthorpe, which were previously reported separately.
Purchase and deposits on property, plant and equipment by segment
Additions to non-current assets other than financial instruments, deferred tax assets and goodwill represent additions to property, plant and equipment, for which capital expenditure is presented as follows:
| 2024 | 2023 | |
|---|---|---|
| Cobre Panamá | 38 | 421 |
| Kansanshi | 877 | 426 |
| Trident 1 | 281 | 328 |
| Corporate & other | 90 | 125 |
| Total | 1,286 | 1,300 |
1 Trident includes Sentinel copper mine and the Enterprise nickel mine.
Geographical information
| 2024 | 2023 | |
|---|---|---|
| Revenue by destination 1,2,3 | ||
| Asia & Oceania | 3,807 | 5,156 |
| Europe | 490 | 678 |
| Africa | 408 | 332 |
| Americas | 63 | 290 |
| Hedge gain 2 | 34 | – |
| Total | 4,802 | 6,456 |
1 Presented based on the ultimate destination of the product if known. If the eventual destination of the product sold through traders is not known, then revenue is allocated to the location of the product at the time when control passes.
2 Revenue includes hedge gains recognized on zero cost collar options, $112 million for the year ended December 31, 2024 (December 31, 2023: $nil).
3 For the year ended December 31, 2024, the Company has one customer that individually accounts for more than 10% of the Company's total revenue. This customer represents approximately 17% of total revenue (2023: 12%).
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM
MINERALS
| 2024 | 2023 | |
|---|---|---|
| Non-current assets by location | ||
| Panama | 11,500 | 11,533 |
| Zambia | 6,099 | 5,495 |
| Peru | 956 | 915 |
| Argentina | 491 | 483 |
| Mauritania | 35 | 48 |
| Spain | 42 | 40 |
| Australia | 26 | 27 |
| Türkiye | 32 | 26 |
| Finland | 2 | 2 |
| Other | 281 | 228 |
| 19,464 | 18,797 | |
| Investments, deferred income tax assets, goodwill, restricted cash, other deposits and VAT receivable | 1,426 | 1,502 |
| 20,890 | 20,299 |
23. FINANCIAL INSTRUMENTS
The Company classifies its financial assets as amortized cost, FVOCI or FVTPL. Financial liabilities are measured at amortized cost or FVTPL.
The following provides the classification of financial instruments by category at December 31, 2024:
| Amortized cost 5 | Fair value through profit or loss | Fair value through OCI | Total | |
|---|---|---|---|---|
| Financial assets | ||||
| Trade and other receivables 1 | 60 | 209 | - | 269 |
| Due from KPMC (note 8) | 243 | - | - | 243 |
| Derivative instruments in designated hedge relationships 2 | - | - | 112 | 112 |
| Other derivative instruments 3 | - | 92 | - | 92 |
| Investments 4 | - | - | 17 | 17 |
| Financial liabilities | ||||
| Trade and other payables | 554 | - | - | 554 |
| Other derivative instruments 3 | - | 38 | - | 38 |
| Leases | 13 | - | - | 13 |
| Liability to joint venture | 1,180 | - | - | 1,180 |
| Other loans owed to non-controlling interest | 214 | - | - | 214 |
| Debt 5 | 6,342 | - | - | 6,342 |
1 Commodity products are sold under pricing arrangements where final prices are set at a specified future date based on market commodity prices. Changes between the prices recorded upon recognition of revenue and the final price due to fluctuations in commodity market prices give rise to an embedded derivative in the accounts receivable related to the provisionally priced sales contracts.
2 For the year ended December 31, 2024 a fair value gain of $112 million has been recognized on derivatives designated as hedged instruments through accumulated other comprehensive income. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income. The time value of hedges for the year ended December 31, 2024, of $50 million is also recognized in other comprehensive income.
3 Other derivative instruments related to provisionally priced sales contracts are classified as fair value through profit or loss and recorded at fair value, with changes in fair value recognized as a component of cost of sales.
4 Investments held by the Company are held at fair value through other comprehensive income.
5 The fair value of financial assets and liabilities measured at amortized cost is comparable to the carrying value due to the short term to maturities or due to the rates of interest approximating market rates.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM
MINERALS
The following provides the classification of financial instruments by category at December 31, 2023:
| Amortized cost^{4} | Fair value through profit or loss | Fair value through OCI | Total | |
|---|---|---|---|---|
| Financial assets | ||||
| Trade and other receivables^{1} | 161 | 272 | – | 433 |
| Due from KPMC (note 8) | 188 | – | – | 188 |
| Other derivative instruments^{2} | – | 14 | – | 14 |
| Investments^{3} | – | – | 17 | 17 |
| Financial liabilities | ||||
| Trade and other payables | 831 | – | – | 831 |
| Other derivative instruments^{2} | – | 62 | – | 62 |
| Leases | 20 | – | – | 20 |
| Liability to joint venture | 1,156 | – | – | 1,156 |
| Other loans owed to non-controlling interest | 202 | – | – | 202 |
| Debt^{4} | 7,379 | – | – | 7,379 |
1 Commodity products are sold under pricing arrangements where final prices are set at a specified future date based on market commodity prices. Changes between the prices recorded upon recognition of revenue and the final price due to fluctuations in commodity market prices give rise to an embedded derivative in the accounts receivable related to the provisionally priced sales contracts.
2 Other derivative instruments related to provisionally priced sales contracts are classified as fair value through profit or loss and recorded at fair value, with changes in fair value recognized as a component of cost of sales.
3 Investments held by the Company are held at fair value through other comprehensive income.
4 The fair value of financial assets and liabilities measured at amortized cost, with the exception of debt, is comparable to the carrying value due to the short term to maturities or due to the rates of interest approximating market rates. The fair value of debt is $6,510 million as at December 31, 2024.
Fair values
The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
- Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
- Level 3: Inputs for the asset or liability that are not based on observable market data.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM
MINERALS
The following table sets forth the Company's assets and liabilities measured at fair value on the balance sheet at December 31, 2024:
| Level 1 | Level 2 | Level 3 | Total fair value | |
|---|---|---|---|---|
| Financial assets | ||||
| Derivative instruments – LME contracts^{1} | 90 | – | – | 90 |
| Derivative instruments – OTC contracts^{2} | — | 2 | – | 2 |
| Derivative instruments in designated hedge relationships^{3} | — | 112 | – | 112 |
| Investments^{4} | 1 | – | 16 | 17 |
| Financial liabilities | ||||
| Derivative instruments – LME contracts^{1} | 38 | – | – | 38 |
| Derivative instruments – OTC contracts^{2} | – | – | – | – |
1 Futures for copper, nickel, gold and zinc were purchased on the London Metal Exchange ("LME") and London Bullion Market and have direct quoted prices, therefore these contracts are classified within Level 1 of the fair value hierarchy.
2 The Company's derivative instruments are valued by the Company's brokers using pricing models based on active market prices. All forward swap contracts held by the Company are OTC and therefore the valuation models require the use of assumptions concerning the amount and timing of estimated future cash flows and discount rates using inputs which can generally be verified and do not involve significant management judgment. Such instruments are classified within Level 2 of the fair value hierarchy. Derivative assets are included within other assets on the balance sheet and derivative liabilities are included within provisions and other liabilities on the balance sheet.
For the year ended December 31, 2024 a fair value gain of $112 million has been recognized on derivatives designated as hedged instruments through accumulated other comprehensive income. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income. The time value of hedges for the year ended December 31, 2024, of $50 million is also recognized in other comprehensive income.
4 The Company's investments in marketable equity securities are classified within Level 1 and Level 3 of the fair value hierarchy. The investments classified within Level 1 of the fair value hierarchy are valued using quoted market prices in active markets. The fair value of the marketable equity securities is calculated as the quoted market price of the marketable security multiplied by the quantity of shares held by the Company. The investments in equity securities in non-public companies are classified within Level 3 of the fair value hierarchy as the valuation is based on unobservable inputs, supported by little or no market activity.
The following table sets forth the Company's assets and liabilities measured at fair value on the balance sheet at December 31, 2023, in the fair value hierarchy:
| Level 1 | Level 2 | Level 3 | Total fair value | |
|---|---|---|---|---|
| Financial assets | ||||
| Derivative instruments – LME contracts^{1} | 14 | – | – | 14 |
| Derivative instruments – OTC contracts^{2} | – | – | – | – |
| Investments^{3} | 1 | – | 16 | 17 |
| Financial liabilities | ||||
| Derivative instruments – LME contracts^{1} | 57 | – | – | 57 |
| Derivative instruments – OTC contracts^{2} | – | 5 | – | 5 |
1 Futures for copper, nickel, gold and zinc were purchased on the London Metal Exchange ("LME") and London Bullion Market and have direct quoted prices, therefore these contracts are classified within Level 1 of the fair value hierarchy.
2 The Company's derivative instruments are valued by the Company's brokers using pricing models based on active market prices. All forward swap contracts held by the Company are OTC and therefore the valuation models require the use of assumptions concerning the amount and timing of estimated future cash flows and discount rates using inputs which can generally be verified and do not involve significant management judgment. Such instruments are classified within Level 2 of the fair value hierarchy. Derivative assets are included within other assets on the balance sheet and derivative liabilities are included within provisions and other liabilities on the balance sheet.
The Company's investments in marketable equity securities are classified within Level 1 and Level 3 of the fair value hierarchy. The investments classified within Level 1 of the fair value hierarchy are valued using quoted market prices in active markets. The fair value of the marketable equity securities is calculated as the quoted market price of the marketable security multiplied by the quantity of shares held by the Company. The investments in equity securities in non-public companies are classified within Level 3 of the fair value hierarchy as the valuation is based on unobservable inputs, supported by little or no market activity.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM MINERALS
Financial risk management
Credit risk
The Company's credit risk is primarily attributable to cash and bank balances, short-term deposits, derivative instruments and trade and other receivables. The Company's exposure to credit risk is represented by the carrying amount of each class of financial assets, including commodity contracts, recorded in the consolidated balance sheet.
The Company limits its credit exposure on cash held in bank accounts by holding its key transactional bank accounts with highly rated financial institutions. The Company manages its credit risk on short-term deposits by only investing with counterparties that carry investment grade ratings as assessed by external rating agencies and spreading the investments across these counterparties. Under the Company's risk management policy, allowable counterparty exposure limits are determined by the level of the rating unless exceptional circumstances apply. A rating of investment grade or equivalent is the minimum allowable rating required as assessed by international credit rating agencies. Likewise, it is the Company's policy to deal with banking counterparties for derivatives who are rated investment grade or above by international credit rating agencies and graduated counterparty limits are applied depending upon the rating.
Exceptions to the policy for dealing with relationship banks with ratings below investment grade are reported to, and approved by, the Audit Committee. As at December 31, 2024, substantially all cash and short-term deposits are with counterparties of investment grade.
The Company's credit risk associated with trade accounts receivable is managed through establishing long-term contractual relationships with international trading companies using industry-standard contract terms. 51% of the Company's trade receivables are outstanding from three customers together representing 31% of the total sales for the year. No amounts were past due from these customers at the balance sheet date. The Company continues to trade with these customers. Revenues earned from these customers are included within the Kansanshi, Trident, Panama and Çayeli segments. Other accounts receivable consist of amounts owing from government authorities in relation to the refund of value-added taxes applying to inputs for the production process and property, plant and equipment expenditures, prepaid taxes and amounts held in broker accounts.
Significant credit risk exposures to any single counterparty or group of counterparties having similar characteristics are as follows:
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Commodity traders and smelters (Trade and other receivables) | 383 | 433 |
| Government authorities (VAT receivable) | 755 | 674 |
| Total | 1,138 | 1,107 |
The VAT receivable due from government authorities includes $515 million at December 31, 2024, which is past due (December 31, 2023: $521 million). See note 4c.
The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the Company's maximum exposure to credit risk. Expected credit losses on trade and other receivables at December 31, 2024, are insignificant.
Liquidity risk
The Company manages liquidity risk by maintaining cash and cash equivalent balances and available credit facilities to ensure that it is able to meet its short-term and long-term obligations as and when they fall due. Company-wide cash projections are managed centrally and regularly updated to reflect the dynamic nature of the business and fluctuations caused by commodity price and exchange rate movements.
The Company was obligated under its corporate revolving credit and term loan facility to maintain liquidity and satisfy various covenant ratio tests on a historical cash flow basis. These ratios were in compliance during the year ended December 31, 2024 and December 31, 2023. And current forecasts including judgmental assumptions, do not indicate a breach of financial covenants. If the Company breaches a covenant in its Financing Agreements, this would be an event of default which, if unaddressed, would entitle the lenders to make the related borrowings immediately due and payable and if made immediately due and payable all other borrowings would also be due and payable.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM
MINERALS
The Company had the following balances and facilities available to them at the balance sheet dates:
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Cash and cash equivalents and bank overdrafts – unrestricted cash | 843 | 1,157 |
| Working capital balance¹ | 1,256 | 1,293 |
| Undrawn debt facilities (note 10) | 1,160 | 696 |
¹ Working capital includes trade and other receivables (note 4), inventories (note 5), current prepaid expenses (note 8), current trade and other payables, current taxes payable, current leases (note 11) and current deferred revenue (note 11).
Contractual and other obligations as at December 31, 2024 are as follows:
| Carrying Value | Contractual Cashflows | <1 Year | 1-3 years | 3-5 years | Thereafter | |
|---|---|---|---|---|---|---|
| Debt - principal | 6,226 | 6,297 | 382 | 2,873 | 1,742 | 1,300 |
| Debt - finance charges | – | 2,078 | 533 | 915 | 462 | 168 |
| Trading facilities | 116 | 116 | 116 | – | – | – |
| Trade and other payables | 554 | 554 | 554 | – | – | – |
| Derivative instruments | 38 | 38 | 38 | – | – | – |
| Liability to joint venture¹ | 1,180 | 1,650 | – | 366 | 1,284 | – |
| Other loans owed to non-controlling interest² | 214 | 255 | 32 | – | 223 | – |
| Current taxes payable | 144 | 144 | 144 | – | – | – |
| Deferred payments | 15 | 15 | 2 | 3 | 3 | 7 |
| Leases | 13 | 11 | 4 | 5 | 1 | 1 |
| Commitments | – | 102 | 102 | – | – | – |
| Restoration provisions | 598 | 1,427 | 8 | 22 | 62 | 1,335 |
| 9,098 | 12,687 | 1,915 | 4,184 | 3,777 | 2,811 |
¹ Refers to distributions to KPMC, a joint venture that holds a 20% non-controlling interest in MPSA of which the Company has joint control, and not scheduled repayments.
² Refers to liability with POSCO Holdings, an entity that holds a 24.3% non-controlling interest in FQM Australia Holdings Pty Ltd ("Ravensthorpe"), of which the Company has full control
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM MINERALS
Contractual and other obligations as at December 31, 2023 are as follows:
| Carrying Value | Contractual Cashflows | <1 Year | 1-3 years | 3-5 years | Thereafter | |
|---|---|---|---|---|---|---|
| Debt - principal | 7,235 | 7,268 | 625 | 3,843 | 1,500 | 1,300 |
| Debt - finance charges | – | 1,821 | 544 | 670 | 327 | 280 |
| Trading facilities | 144 | 144 | 144 | – | – | – |
| Trade and other payables | 831 | 831 | 831 | – | – | – |
| Derivative instruments² | 62 | 62 | 62 | |||
| Liability to joint venture² | 1,156 | 1,736 | – | – | – | 1,736 |
| Other loans owed to non-controlling interest³ | 202 | 251 | – | 28 | 223 | – |
| Current taxes payable | 27 | 27 | 27 | – | – | 0 |
| Deferred payments | 18 | 18 | 2 | 4 | 4 | 8 |
| Leases | 20 | 22 | 7 | 11 | 3 | 1 |
| Commitments | – | 347 | 347 | – | – | – |
| Restoration provisions | 647 | 1,267 | 6 | 22 | 42 | 1,197 |
| 10,342 | 13,794 | 2,595 | 4,578 | 2,099 | 4,522 |
¹ Other derivative instruments related to provisionally priced sales contracts are classified as fair value through profit or loss and recorded at fair value, with changes in fair value recognized as a component of cost of sales.
² Refers to distributions to KPMC, a joint venture that holds a 20% non-controlling interest in MPSA of which the Company has joint control, and not scheduled repayments.
³ Refers to liability with POSCO Holdings, an entity that holds a 24.3% non-controlling interest in FQM Australia Holdings Pty Ltd ("Ravensthorpe"), of which the Company has full control.
Market risks
a) Commodity price risk
The Company is subject to commodity price risk from fluctuations in the market prices of copper, gold, nickel, zinc and other elements.
As part of the hedging program, the Company has elected to apply hedge accounting for a portion of copper sales. For the year ended December 31, 2024, a fair value gain of $112 million (2023: nil) has been recognized on derivatives designated as hedged instruments through accumulated other comprehensive income. The time value of hedges for the year ended December 31, 2024, of $50 million is also recognized in other comprehensive income.
As at the year ended December 31, 2024, the Company had copper zero cost collar un margined sales contracts for 181,250 tonnes at weighted average prices of $4.17 per lb to $4.97 per lb outstanding with maturities to December 2025.
The Company is also exposed to commodity price risk on diesel fuel required for mining operations and sulphur required for acid production. The Company's risk management policy allows for the management of these exposures through the use of derivative financial instruments. As at December 31, 2024, and December 31, 2023, the Company had not entered into any fuel forward contracts.
The Company's commodity price risk related to changes in fair value of embedded derivatives in accounts receivable reflecting copper, nickel, gold and zinc sales provisionally priced based on the forward price curve at the end of each quarter.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM
Derivatives designated as hedged instruments
The Company has elected to apply hedge accounting with the following contracts expected to be highly effective in offsetting changes in the cash flows of designated future sales. Commodity contracts outstanding as at December 31, 2024, were as follows:
| Open Positions (tonnes) | Average Contract price | Closing Market price | Maturities Through | |
|---|---|---|---|---|
| Commodity contracts: | ||||
| Copper zero cost collar | 181,250 | $4.17/lb - $4.97/lb | $3.95/lb | Dec-25 |
For the year ended December 31, 2024 a fair value gain of $112 million (year ended December 31, 2023, nil) has been recognized on derivatives designated as hedged instruments through accumulated other comprehensive income. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income. The time value of hedges for the year ended December 31, 2024, of $50 million (year ended December 31, 2023, nil) is also recognized in other comprehensive income.
As at December 31, 2023, the Company held no commodity contracts designated as hedged instruments.
Other derivatives
As at December 31, 2024, the Company had entered into the following derivative contracts for copper, gold and nickel in order to reduce the effects of fluctuations in metal prices between the time of the shipment of metal from the mine site when the sale is provisionally priced and the date agreed for pricing the final settlement.
Excluding the contracts noted above, as at December 31, 2024, the following derivative positions were outstanding:
| Open Positions (tonnes/oz) | Average Contract price | Closing Market price | Maturities Through | |
|---|---|---|---|---|
| Embedded derivatives in provisionally priced sales contracts: | ||||
| Copper | 85,919 | $4.27/lb | $3.95/lb | May-25 |
| Gold | 20,122 | $2,645/oz | $2,611/oz | Jan-25 |
| Nickel | 3,181 | $7.38/lb | $6.85/lb | Mar-25 |
| Commodity contracts: | ||||
| Copper | 86,002 | $4.27/lb | $3.95/lb | May-25 |
| Gold | 20,123 | $2,645/oz | $2,611/oz | Jan-25 |
| Nickel | 3,168 | $7.38/lb | $6.85/lb | Mar-25 |
As at December 31, 2023, the following derivative positions were outstanding:
| Open Positions (tonnes/oz) | Average Contract price | Closing Market price | Maturities Through | |
|---|---|---|---|---|
| Embedded derivatives in provisionally priced sales contracts: | ||||
| Copper | 109,097 | $3.75/lb | $3.84/lb | April 2024 |
| Gold | 14,070 | $2,049/oz | $2,078/oz | April 2024 |
| Nickel | 1,191 | $7.69/lb | $7.39/lb | March 2024 |
| Commodity contracts: | ||||
| Copper | 109,175 | $3.75/lb | $3.84/lb | April 2024 |
| Gold | 14,077 | $2,049/oz | $2,078/oz | April 2024 |
| Nickel | 1,188 | $7.69/lb | $7.39/lb | March 2024 |
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM
MINERALS
A summary of the fair values of unsettled derivative financial instruments for commodity contracts recorded on the consolidated balance sheet.
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Commodity contracts: | ||
| Asset position | 204 | 14 |
| Liability position | (38) | (62) |
The following table shows the impact on net earnings from changes in the fair values of financial instruments of a 10% change in the copper and gold commodity prices, based on prices at December 31, 2023. There is no impact of these changes on other comprehensive income except indirectly through the impact on the fair value of investments. The impact of a 10% movement in commodity prices is as follows:
| Average contract price on December 31 | Impact of price change on net earnings (loss) | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| Copper | $4.27/lb | $3.75/lb | – | – |
| Gold | $2,645/oz | $2,049/oz | – | – |
| Nickel | $7.38/lb | $10.59/lb | n/a | n/a |
b) Interest rate risk
The majority of the Company's interest expense is fixed however it is also exposed to an interest rate risk arising from interest paid on floating rate debt and the interest received on cash and short-term deposits.
Deposits are invested on a short-term basis to ensure adequate liquidity for payment of operational and capital expenditures. To date, no interest rate management products are used in relation to deposits.
The Company manages its interest rate risk on borrowings on a net basis. The Company manages this via primary issuance of debt on a fixed or floating basis and via interest swaps if deemed necessary. The Company has a policy allowing floating-to-fixed interest rate swaps targeting 50% of exposure over a five-year period. As at December 31, 2024, and December 31 2023, the Company held no floating-to-fixed interest rate swaps.
At December 31, 2024, the impact on cash interest payable of a 100 basis point change in interest rate would be as follows:
| December 31, 2024 | Impact of interest rate change on net earnings (loss) | ||
|---|---|---|---|
| 100 basis point increase | 100 basis point | ||
| Interest-bearing deposits, cash at bank and bank overdrafts | 812 | 9 | (9) |
| Floating rate borrowings drawn | 1,987 | (24) | 24 |
At December 31, 2023, the impact on cash interest payable of a 100 basis point change in interest rate would be as follows:
| December 31, 2023 | Impact of interest rate change on net earnings (loss) | ||
|---|---|---|---|
| 100 basis point increase | 100 basis point | ||
| Interest-bearing deposits, cash at bank and bank overdrafts | 959 | 13 | (13) |
| Floating rate borrowings drawn | 2,555 | (21) | 21 |
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM
MINERALS
c) Foreign exchange risk
The Company's functional and reporting currency is USD. As virtually all of the Company's revenues are derived in USD and the majority of its business is conducted in USD, foreign exchange risk arises from transactions denominated in currencies other than USD. Commodity sales are denominated in USD, the majority of borrowings are denominated in USD and the majority of operating expenses are denominated in USD. The Company's primary foreign exchange exposures are to the local currencies in the countries where the Company's operations are located, principally the Zambian Kwacha ("ZMW"), Australian dollar ("A$"), Mauritanian ouguiya ("MRU"), the euro ("EUR") and the Turkish lira ("TRY"); and to the local currencies suppliers who provide capital equipment for project development, principally the A$, EUR and the South African rand ("ZAR").
The Company's risk management policy allows for the management of exposure to local currencies through the use of financial instruments at a targeted amount of up to 100% for exposures within one year down to 50% for exposures in five years.
As at December 31, 2024, the Company is exposed to currency risk through the following assets and liabilities denominated in currencies other than USD:
| Cash and cash equivalents | Trade and other receivables | Investments | Financial liabilities | |
|---|---|---|---|---|
| CAD | 1 | – | 1 | 3 |
| GBP | 1 | – | – | 4 |
| AUD | 3 | – | – | 21 |
| ZMW | 30 | 89 | – | 15 |
| EUR | 37 | 3 | – | 10 |
| TRY | – | 2 | – | 13 |
| ZAR | 4 | 1 | – | 9 |
| MRU | – | – | – | 5 |
| Others | 11 | – | – | 3 |
| Total | 87 | 95 | 1 | 83 |
Based on the above net exposures as at December 31, 2024, a 10% change in all of the above currencies against the USD would result in a $10 million increase in the Company's net earnings (loss) and would result in a $nil million increase or decrease in the Company's other comprehensive income.
As at December 31, 2023, the Company is exposed to currency risk through the following assets and liabilities denominated in currencies other than USD:
| Cash and cash equivalents | Trade and other receivables | Investments | Financial liabilities | |
|---|---|---|---|---|
| CAD | 1 | — | 1 | 6 |
| GBP | 2 | — | — | 8 |
| AUD | 3 | 1 | — | 72 |
| ZMW | 25 | 1 | — | 22 |
| EUR | 50 | 7 | — | 36 |
| TRY | — | — | — | 9 |
| ZAR | 4 | — | — | 70 |
| MRU | — | — | — | 72 |
| Others | 2 | — | — | (13) |
| Total | 87 | 9 | 1 | 282 |
Based on the above net exposures as at December 31, 2023, a 10% change in all of the above currencies against the USD would result in a $19 million increase or decrease in the Company's net earnings (loss) and would result in a $nil million increase or decrease in the Company's other comprehensive income.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM MINERALS
Capital management
The Company takes a balanced approach to capital management in order to safeguard its ability to continue operate as a going concern, ensuring sufficient liquidity is available for continued growth, cognizant of the requirements of shareholders and debt holders the Company considers the items included in equity to be capital.
The Company manages the capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the Company's assets. In the first quarter of 2024, the Company successfully completed a comprehensive refinancing increasing the Company's financial flexibility via the provision of additional liquidity and covenant headroom, as well as reducing net leverage, and extending the debt maturity profile, to allow for the completion of the S3 Expansion while the Company continues to focus on a resolution at Cobre Panamá. As a continued part of this strategy to ensure balance sheet flexibility, the Company refinanced the FQM Trident loan in Q4-2024, maintaining bank support and extending the maturity.
The Company uses a combination of short-term and long-term debt to finance its operations and development projects. Typically, floating rates of interest are attached to short-term debt, and fixed rates on senior notes.
24. COMMITMENTS AND CONTINGENCIES
Capital commitments
The Company has committed to $102 million (December 31, 2023: $347 million) in capital expenditures, principally related to the S3 project at Kansanshi.
Other commitments & contingencies
Due to the size, complexity and nature of the Company's operations, various legal and tax matters are outstanding from time to time. The Company is routinely subject to audit by tax authorities in the countries in which it operates and has received a number of tax assessments in various locations, which are currently at various stages of progress with the relevant authorities. The outcome of these audits and assessments are uncertain however, the Company is confident of its position on the various matters under review.
Panama
Introduction
On March 8, 2023, MPSA and the Republic of Panama announced they had reached agreement on the terms and conditions of a refreshed concession contract ("Refreshed Concession Contract"). MPSA and the Government of Panama ("GOP") signed the Refreshed Concession Contract on June 26, 2023, and it was subsequently countersigned by the National Comptroller of Panama. The Refreshed Concession Contract was presented before the Commerce Committee of the National Assembly of Panama, who recommended the amendment of certain terms of the contract. The Company and GOP agreed to modifications to the agreement based on these recommendations after a brief period of negotiation. The GOP cabinet approved the amended terms of the Refreshed Concession Contract on October 10, 2023, and MPSA and the Republic entered into the agreement the next day. On October 20, 2023, the National Assembly in Panama approved Bill 1100, being the proposal for approval of the Refreshed Concession Contract for the Cobre Panamá mine. On the same day, President Laurentino Cortizo sanctioned Bill 1100 into Law 406 and this was subsequently published in the Official Gazette.
Panama Constitutional Proceedings and Mining Moratorium.
On October 26, 2023, a claim was lodged with the Supreme Court of Justice of Panama asserting that Law 406 was unconstitutional. MPSA was not a party to that proceeding. The petitioner argued that Law 406, which gave legal effect to the Refreshed Concession Contract, was unconstitutional.
On November 3, 2023, the National Assembly of Panama approved Bill 1110, which President Cortizo sanctioned into Law 407 and which was published the same day in the Official Gazette. Law 407 declares a mining moratorium for an indefinite duration within Panama, including preventing any new mining concession from being granted or any existing mining concessions from being renewed or extended.
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM MINERALS
On November 28, 2023, the Supreme Court issued a ruling declaring Law 406 unconstitutional and stating that the effect of the ruling is that the Refreshed Concession Contract no longer exists. The ruling was subsequently published in the Official Gazette on December 2, 2023. The Supreme Court did not order the closure of the Cobre Panamá mine.
On December 19, 2023, the (now former) Minister for Commerce and Industry announced plans for Cobre Panamá following the ruling of the Supreme Court. The validity of Panama's Mineral Resources Code which was established more than 50 years ago was reiterated by the Minister given the absence of retroactivity of the Supreme Court ruling. As part of these plans, a temporary phase of environmental Preservation and Safe Management would be established during which intervening period independent audits, review and planning activities would be undertaken. It was stated that Panama would be the first country in the world to implement a sudden mine closure of this magnitude, and therefore the planning is estimated by the GOP to take up to two years, and 10 years or more to implement. The (now former) Minister for Commerce and Industry also announced plans to consider the economic impacts of the halt to operations of Cobre Panamá at both a national and local level. The Company is of the view, supported by the advice of legal counsel, that it has acquired rights with respect to the operation of the Cobre Panamá project, as well as rights under international law.
Cobre Panamá currently remains in a phase of P&SM with production halted. Approximately 1,300 workers remain on site and further workforce reductions may occur depending on the timing of the P&SM program that would permit the shipment of 121 thousand dry metric tonnes of copper concentrate that remains on site. Implementation of the P&SM program continues to await approval from the Panamanian authorities.
At the request of the Ministry of Commerce and Industries ("MICI"), Cobre Panamá delivered a draft plan for the first phase of the P&SM plan on January 16, 2024. Following a request for additional information and clarification from MICI, an updated and expanded plan was presented to the Government of Panama ("GOP") on March 26, 2024. On May 13, 2024, an Intergovernmental Commission that had been convened to inspect the site and review the P&SM plan issued its Inspection Report and recommendation for approval and implementation of the plan and its key activities, including the export of copper concentrate that has been stored at site since operations were suspended, reactivation of the power plant, determining a means of dealing with the sulphur containing ore stockpiles and providing material for the embankment walls of the tailings facility. On June 11, 2024, the government, through MICI, requested additional updated information regarding the stability of the Tailing Management Facility ("TMF"), which the company provided on June 17, 2024. Subsequently, there was an election and a change of government on July 1, 2024. The incoming administration reviewed the P&SM plan upon taking office in July 2024 and requested additional information, which was submitted by the Company on August 27, 2024, along with a formal presentation to MICI on September 25, 2024. The plan is still pending government approval, and therefore not all aspects of the plan have been able to be implemented by the Company.
The general elections were held in Panama during May 2024 and a new government took office on July 1, 2024 under the leadership of President José Raúl Mulino. President Mulino has made public statements to the effect that his government intends to address the Cobre Panamá mine in early 2025. The GOP also announced that an integrated audit of Cobre Panamá would be conducted with international experts to establish a factual basis to aid in decision making for the future of the mine.
On January 6, 2025, Panama's Ministry of Environment ("MiAMBIENTE") released the Terms of Reference for an Environmental Audit of the Cobre Panamá mine. The audit will be conducted by international experts to provide updated information on the status of the mine and support the GOP's decision-making. The Terms of Reference for the Environmental Audit were submitted to a public consultation process that concluded on February 7, 2025. Separately, an independent audit of the copper concentrate stored on site was completed by the government in December 2024, which confirmed the quantities of copper concentrate stored at the facilities.
Arbitration Proceedings
Steps towards two arbitration proceedings have been taken by the Company. One under the Canada-Panama Free Trade Agreement (FTA), and another under the International Chamber of Commerce ("ICC") pursuant to the arbitration clause of the Refreshed Concession Contract.
- On November 29, 2023, Minera Panamá S.A. ("MPSA") initiated arbitration before the ICC's International Court of Arbitration pursuant to the ICC's Rules of Arbitration and Clause 46 of the Refreshed Concession Contract, to protect its rights under Panamanian law and the Refreshed Concession Contract that the GOP agreed to in October 2023. The arbitration clause of the contract provides for arbitration in Miami, Florida. The GOP requested an extension to the proceedings following the replacement of external legal counsel and on the basis that the new
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
(expressed in millions of U.S. dollars, except where indicated and share and per share amounts)
FIRST QUANTUM MINERALS
government required time to assess the situation concerning the mine. A final hearing for this matter is now scheduled for February 2026.
- On November 14, 2023, First Quantum submitted a notice of intent to the GOP initiating the consultation period required under the FTA. First Quantum submitted an updated notice of intent on February 7, 2024. First Quantum is entitled to seek any and all relief appropriate in arbitration, including but not limited to damages and reparation for Panama's breaches of the Canada-Panama FTA. These breaches include, among other things, the GOP's failure to permit MPSA to lawfully operate the Cobre Panamá mine prior to the Supreme Court's November 2023 decision, and the GOP's pronouncements and actions concerning closure plans and P&SM at Cobre Panamá. The Company has the right to file its arbitration claim under the FTA within three years of Panama's breaches of the FTA.
Kansanshi – conversion of ZCCM dividend rights to royalty rights
On April 4, 2023 the Company's subsidiary, Kansanshi Mining Plc and ZCCM-IH completed the agreement to convert ZCCM-IH's dividend rights to a 3.1% royalty interest in Kansanshi Mining Plc. The transaction also provides for 20% of the KMP VAT refunds as at June 30, 2022 to be paid to ZCCM-IH, as and when these are received by KMP from the ZRA.
Accordingly, the non-controlling interest in the consolidated financial statements has been derecognized, with no gain or loss arising. An adjustment has been made against the book value of Kansanshi Mining Plc's mineral property within Property, Plant and Equipment (note 6) and ZCCM IH's right to VAT refunds has been recognized as a liability (note 11).
First Quantum Minerals Ltd. | 31 December 2024 CONSOLIDATED FINANCIAL STATEMENTS