First Quantum Minerals Ltd - Capital/Financing Update 2023

Execution Version

SEVENTH SUPPLEMENTAL INDENTURE

Seventh Supplemental Indenture (this “ Supplemental Indenture ”), dated as of June 27, 2023, among FQM Trading LP, a limited partnership organized and existing under the laws of the Province of Ontario, Canada (the “ Subsequent Guarantor ”), First Quantum Minerals Ltd., a company continued under the laws of the Province of British Columbia, Canada (the “ Issuer ”), and Citibank, N.A., London Branch, as Trustee.

W I T N E S S E T H

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “ Indenture ”), dated as of February 27, 2018, providing for the issuance of 6.875% Senior Notes due 2026 (the “ Notes ”);

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee a first supplemental indenture, dated as of February 27, 2018, a second supplemental indenture, dated as of July 2, 2018, a third supplemental indenture, dated as of May 16, 2019 and a sixth supplemental indenture, dated as of April 12, 2022, each providing for certain additional guarantees of the Notes, and a fourth supplemental, dated as of February 15, 2021 and a fifth supplemental indenture, dated as of September 3, 2021, each providing for the release of certain guarantees of the Notes;

WHEREAS, the Indenture provides that under certain circumstances a Restricted Subsidiary of the Issuer may execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary of the Issuer shall guarantee on the terms and subject to the provisions, including the limitations and conditions, set forth herein, in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof, all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “ Guarantee ”);

WHEREAS, the Subsequent Guarantor is a Restricted Subsidiary of the Issuer; and

WHEREAS, pursuant to Section 9.1 of the Indenture, the Issuer and the Trustee are authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Subsequent Guarantor, and the Trustee (in reliance on the Issuer’s certifications described herein without independent investigation or verification) mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
Effectiveness. This Supplemental Indenture shall take effect and be binding upon its execution.
Agreement to Guarantee. The Subsequent Guarantor hereby agrees to provide an unconditional Guarantee on the terms and subject to the provisions, including the limitations and conditions, set forth herein, in the Guarantee and in the Indenture including but not limited to Article 10 thereof, and hereby further agrees to accede to the Indenture as a Guarantor and be bound by the covenants therein applicable to Guarantors.
Execution and Delivery.
- (a) This Supplemental Indenture shall be executed on behalf of the Subsequent Guarantor by one of its Directors or Officers.
- (b) The Subsequent Guarantor hereby agrees that its Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.
- (c) If an Officer of the Subsequent Guarantor whose signature is on this Supplemental Indenture no longer holds that office at the time the Trustee authenticates the Note on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless.

(d) Upon execution of this Supplemental Indenture, the delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Supplemental Indenture on behalf of the Subsequent Guarantor.

Releases . The Guarantee shall be automatically and unconditionally released and discharged in accordance with Section 10.13 of the Indenture.
No Recourse Against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Subsequent Guarantor, as such, shall have any liability for any obligations of the Issuer or the Subsequent Guarantor under the Notes, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the provision of the Guarantee by the Subsequent Guarantor.
Incorporation by Reference. Section 14.9 of the Indenture is incorporated by reference into this Supplemental Indenture as if more fully set out herein.
THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Subsequent Guarantor and the Issuer.
Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.
Ratification of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.

[Signature page follows]

IN WITNESS WHEREOF , the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

FQM TRADING GENERAL PARTNER LTD , as general partner of FQM TRADING LP

By: ______________________________ Name: Ricky Bouthillette Title: Director

[Signature page to Supplemental Indenture to 2026 Notes]