First Quantum Minerals Ltd - Capital/Financing Update 2024

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 – Name and Address of Company:

First Quantum Minerals Ltd. Suite 3500, The Stack 1133 Melville Street Vancouver, BC V6E 4E5 Canada

Item 2 - Date of Material Change:

February 21 and February 22, 2024.

Item 3 – News Release:

The news releases referenced herein with respect to the Common Share Offering (as defined below), the announcement of the Notes Offering (as defined below) and the Amendment and Extension (as defined below) were disseminated through Globe Newswire (with respect to the Notes Offering) and PRNewswire (with respect to the Common Share Offering and the Amendment and Extension) on February 21, 2024. The news release referenced herein with respect to the pricing of the Notes Offering was disseminated through Globe Newswire on February 22, 2024. A copy of the news releases (the “ News Releases ”) are filed under the Company’s profile on SEDAR+ at www.sedarplus.com and are attached hereto as Schedule “A”.

Item 4 – Summary of Material Change:

On February 21, 2024, First Quantum Minerals Ltd. (“ First Quantum ” or the “ Company ”) (TSX:FM) announced four balance sheet strengthening initiatives:

1) US$500 million copper prepayment agreement (announced on February 20, 2024 and detailed in the Company’s fourth quarter and year-end 2023 results);
2) The amendment and extension of its US$2.2 billion corporate bank facilities that revises the leverage covenant and extends the maturity profile to April 2027;
3) US$1,000 million bought deal offering of common shares; and
4) US$1,600 million senior secured second lien notes offering.

These transactions will, when completed, provide the Company with strong liquidity, sustainable leverage, and a solid financial position on which to deliver its operational activities. The Company intends to use the proceeds of the Offerings (as defined below) in part to redeem all of its outstanding senior notes due 2025 (the “ 2025 Notes Redemption ”) and to redeem all of its outstanding notes due 2026.

Bought-Deal Offering of Common Shares

On February 21, 2024, First Quantum announced that it had entered into an agreement with a syndicate of underwriters led by RBC Dominion Securities Inc., BMO Nesbitt Burns Inc. and Goldman Sachs Canada Inc. (collectively, the “ Underwriters ”), pursuant to which the Underwriters had agreed to purchase, on a bought deal basis, 121,680,000 common shares of First Quantum ( “ Common Shares ”) at a price of C$11.10 per Common Share (the “ Offering Price ”) for aggregate gross proceeds of C$1,351 million (approximately US$1,000 million) (the “ Common Share Offering ”).

The Company has also granted the Underwriters an over-allotment option, exercisable in whole or in part at any time up to 30 days from the closing of the Offering, to purchase an additional 18,252,000 Common Shares at the Offering Price (the “ OverAllotment Option ”). If the Over-Allotment Option is exercised in full, the total gross proceeds to the Company will be approximately C$1,553 million (approximately US$1,150 million).

Closing of the Common Share Offering is expected to occur on or about February 29, 2024, subject to the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange in accordance with its applicable listing requirements, and is conditional on the satisfaction or waiver of any condition precedent to the completion of each of the transactions contemplated by: (i) the amendment, restatement and accession agreement in respect of the Company’s credit facilities (the “ A&E Agreement ”); and (ii) the note purchase agreement to be entered into among the Company and certain initial purchasers in relation to the Notes Offering (as defined below); in each case, other than the completion of the Common Share Offering and such other conditions thereunder that by their nature are to be satisfied at or following the closing of such transactions.

Senior Secured Notes Offering

Also on February 21, 2024, First Quantum announced that it was launching an offering (the “ Notes Offering ” and, together with the Common Share Offering, the “ Offerings ”) of US$1,600 million aggregate principal amount of senior secured second lien notes due 2029 (the “ Notes ”) in an offering not subject to the registration requirements of the U.S. Securities Act of 1933, as amended (the “ U.S. Securities Act ”), subject to market and other customary conditions.

On February 22, 2024, First Quantum announced that the Notes would be issued at par and interest would accrue from the issue date at an annual rate of 9.375%, payable semi-annually in arrears on March 1 and September 1 of each year, commencing on September 1, 2024. The Notes will mature on March 1, 2029.

The Notes will be senior secured second lien obligations and will rank equally in right of payment with all of the Company’s existing and future senior debt and senior in right of payment to all of the Company’s existing and future subordinated debt. The Notes will be guaranteed, jointly and severally, on a senior basis by certain subsidiary guarantors of the Company (the “ Guarantees ”). The Guarantees will rank equally in right of payment to all existing and future debt of such subsidiary guarantors.

The Notes will be offered solely to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act, and to non-U.S. persons in accordance with Regulation S under the U.S. Securities Act.

Closing of the Notes Offering is expected to occur on or about February 29, 2024 and is conditional on the satisfaction or waiver of any condition precedent to the completion of each of the transactions contemplated by: (i) the A&E Agreement; and (ii) the underwriting agreement dated February 21, 2024 between the Company and the Underwriters relating to the Common Share Offering; in each case, other than the completion of the Notes Offering and such other conditions thereunder that by their nature are to be satisfied at or following the closing of such transactions.

Amendment, Accession & Extension of First Quantum’s Credit Facilities

On February 21, 2024, First Quantum announced the amendment and extension of its $2.243 billion corporate bank facilities (the “ Facility ”), comprised of a $943 million Term Loan Facility and a $1.3 billion Revolving Credit Facility (the “ Amendment and Extension ”). The Facility is syndicated to a group of long-standing relationship banks of First Quantum, with all existing lenders consenting to the amendments in the new facility.

The amended terms, which will become effective upon the completion of the Notes Offering, Common Share Offering and the 2025 Notes Redemption, will extend the debt maturity profile of the Facility to April 2027, removes all material debt amortization until June 2025 and reduces per annum debt amortization in the year which follows.

Item 5 – Full Description of Material Change

5.1 – Full Description of Material Change

For further details on the material changes, please see the News Releases in Schedule “A”.

5.2 – Disclosure for Restructuring Transaction

Not applicable.

Item 6 – Reliance on subsection 7.1(2) of National Instrument 51-102:

Not applicable.

Item 7 - Omitted Information:

Not applicable.

Item 8 – Executive Officer:

For further information, please contact Ryan MacWilliam, Chief Financial Officer, Tel: +1 416 361 6400.

Item 9 – Date of Report:

February 22, 2024

Schedule “A”

(See attached)

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NEWS RELEASE

24-05 February 21, 2024

www.first quantum.com

FIRST QUANTUM ANNOUNCES $1,000 MILLION EQUITY BOUGHT DEAL OFFERING AS PART OF COMPREHENSIVE REFINANCING

(In United States dollars, except “C$” for Canadian dollars where noted)

Toronto, Ontario (February 21, 2024) – First Quantum Minerals Ltd. (“First Quantum” or the “Company”) (TSX: FM) announces that it has entered into an agreement with a syndicate of underwriters led by RBC Capital Markets, BMO Capital Markets and Goldman Sachs as joint book-runners (collectively, the “Underwriters”) pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 121,680,000 common shares of First Quantum (“Common Shares”) at a price of C$11.10 per Common Share (the “Offering Price”), for aggregate gross proceeds of approximately C$1,351 million (approximately $1,000 million) (the “Offering”).

The Company has granted the Underwriters an over-allotment option, exercisable in whole or in part at any time up to 30 days after the closing of the Offering, to purchase up to an additional 18,252,000 Common Shares (representing 15% of the number of Common Shares purchased pursuant to the Offering), at the Offering Price (the “Over-Allotment Option”).

The Company intends to use the net proceeds of the Offering to repay certain indebtedness, enhance the Company’s liquidity profile, and for general corporate purposes.

The Offering is part of First Quantum’s comprehensive refinancing and balance sheet strengthening initiatives which include:

$500 million copper prepayment agreement (announced yesterday and detailed in the Company’s fourth quarter and year-end 2023 results)
The amendment and extension of its $2.2 billion corporate bank facilities that revises the leverage covenant and extends the maturity profile to April 2027
$1,000 million equity bought deal offering (this Offering)
$1,600 million senior secured second lien notes offering, also announced today, February 21, 2024

Closing of the Offering is expected to occur on or about February 29, 2024, subject to the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange in accordance with its applicable listing requirements, and shall be conditional on the satisfaction or waiver of any condition precedent to the completion of each of the transactions contemplated by: (i) the amendment, restatement and accession agreement in respect of the Company’s credit facilities; and (ii) the note purchase agreement to be entered into among the Company and certain initial purchasers; in each case, other than the completion of the Offering and such other conditions thereunder that by their nature are to be satisfied at or following the closing of such transactions.

The Offering will be made in each of the provinces and territories of Canada other than Québec by way of a prospectus supplement to the Company’s short form base shelf prospectus dated August 18, 2023 (the “Prospectus Supplement”) and may be offered in the United States to “qualified institutional buyers” pursuant to Rule 144A under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and in other jurisdictions outside Canada and the United States pursuant to exemptions from prospectus and registration requirements.

The Common Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States (as such term is defined in Regulation S under the U.S. Securities Act),

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except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or solicitation of an offer to buy any Common Shares in the United States or in any jurisdiction in which such offer, solicitation or sale is not permitted.

The Prospectus Supplement will be filed on SEDAR+ at www.sedarplus.ca on or before February 22, 2024.

This news release should be read in conjunction with the News Release dated February 21, 2024 “First Quantum Announces Comprehensive Refinancing Transactions as Part of its Balance Sheet Strengthening Initiatives”.

The Company will host a recorded webcast including a presentation and prepared remarks from the executive team. It can be accessed after 4:30pm on February 21, 2024, at https://www.gowebcasting.com/13179, or alternatively by phone toll-free at 1-800-319-8560 (passcode: 86286#).

For further information, visit our website at www.first-quantum.com or contact:

Bonita To, Director, Investor Relations (416) 361-6400 Toll-free: 1 (888) 688-6577 E-Mail: [email protected]

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

Certain information contained in this news release constitutes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and forward-looking information under applicable Canadian securities legislation. The forward-looking statements and forward-looking information in this news release include the expected timing of closing of the Offering, the expected uses of proceeds of the Offering. Often, but not always, forward-looking statements or information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. With respect to forward-looking statements and information contained herein, the Company has made numerous assumptions including among other things, assumptions about the satisfaction of the conditions to the Underwriters’ obligation to purchase the Offered Shares and the ability to achieve the Company’s goals. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to, events generally impacting global economic, financial, political and social stability.

See the Company’s Annual Information Form and other documents filed with the securities regulators or similar authorities in Canada for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information. Although the Company has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements or information, there may be other factors that cause actual results, performances, achievements or events not to be anticipated, estimated or intended. Also, many of these factors are beyond First Quantum’s control. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company undertakes no obligation to reissue or update forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law. All forward-looking statements and information made herein are expressly qualified by this cautionary statement.

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NEWS RELEASE 24-06 February 21, 2024

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www.first-quantum.com

FIRST QUANTUM ANNOUNCES $1,600 MILLION SENIOR SECURED SECOND LIEN NOTES OFFERING AS PART OF COMPREHENSIVE REFINANCING

(In United States dollars, except where noted otherwise)

Toronto, Ontario (February 21, 2024) – First Quantum Minerals Ltd. (“First Quantum” or “the Company”) (TSX: FM) announces that it is launching an offering of $1,600 million aggregate principal amount of senior secured second lien notes due 2029 (the “Notes”).

The Notes will be senior secured second lien obligations and will rank equally in right of payment with all of the Company’s existing and future senior debt and senior in right of payment to all of the Company’s existing and future subordinated debt. The Notes will be guaranteed, jointly and severally, on a senior basis by certain guarantors as described in the offering memorandum (the “Guarantees”). The Guarantees will rank equally in right of payment to all existing and future senior debt of the Guarantors.

Interest on the Notes will accrue from the issue date and will be payable semi-annually. The interest rate and offering price of the Notes along with certain other terms will be determined at the time of pricing of the offering, subject to market conditions.

The Company intends to apply the net proceeds from the sale of the Notes towards the redemption of all of its outstanding senior notes due 2025 and 2026. Any net proceeds not used for the redemption of any outstanding Senior Notes due 2025 or 2026 will be used for general corporate purposes, including the repayment of the Company's credit facilities or cash on the balance sheet. The Company has prepared an offering memorandum which will be made available to selected prospective purchasers of the Notes.

The offering of the Notes is part of First Quantum’s comprehensive refinancing and balance sheet strengthening initiatives which include:

$500 million copper prepayment agreement (announced yesterday and detailed in the Company’s fourth quarter and year-end 2023 results)
The amendment and extension of its $2.2 billion corporate bank facilities that revises the leverage covenant and extends the maturity profile to April 2027
$1,000 million equity bought deal offering, also announced today, February 21, 2024
$1,600 million senior secured second lien notes offering

For further information, visit our website at www.first-quantum.com or contact:

Bonita To, Director, Investor Relations Tel: (416) 361-6400 Toll-free: 1 (888) 688-6577 E-Mail: [email protected]

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IMPORTANT DISCLAIMER

The information in this announcement does not constitute notice of redemption or the solicitation to purchase any securities of the Company, or an offer of securities for sale in the United States or any other jurisdiction. Securities may not be offered or sold in the United States unless they are registered or are exempt from the registration of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The Notes will not be registered under the U.S. Securities Act, or the securities laws of any state of the U.S. or other jurisdictions and the Notes will not be offered or sold within the U.S. or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S of the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and the applicable laws of other jurisdictions. The Company does not intend to conduct a public offering in the United States or any other jurisdiction. It may be unlawful to distribute this announcement in certain jurisdictions.

The information in this announcement does not constitute an offer, or a solicitation of an offer, of securities for sale in the United States, Canada, the EEA, the UK, Switzerland, Panama, Hong Kong, Japan, Singapore, or any other jurisdiction in which such an offer, solicitation or sale is not permitted.

In member states of the EEA (“Member States”) or the UK, this announcement and any offer of securities if made subsequently is directed only at persons who are "qualified investors" (any such person a “Qualified Investor”) as defined in Regulation (EU) 2017/1129 (as amended and superseded) (the “Prospectus Regulation”). Any person in the EEA or the UK who acquires securities in any offer of securities (an "investor") or to whom any offer of securities is made will be deemed to have represented and agreed that it is a Qualified Investor. Any investor will also be deemed to have represented and agreed that any securities acquired by it in the offer have not been acquired on behalf of persons in the EEA or the UK other than Qualified Investors or persons in the UK and other Member States for whom the investor has authority to make decisions on a wholly discretionary basis, nor have the securities been acquired with a view to their offer or resale in the EEA or the UK to persons where this would result in a requirement for publication by the Company of a prospectus pursuant to the Prospectus Regulation. The Company and others will rely upon the truth and accuracy of the foregoing representations and agreements. This announcement constitutes a public disclosure of inside information by the Company under Regulation (EU) 596/2014 (16 April 2014). References to Regulations or Directives include, in relation to the UK, those Regulations or Directives as they form part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in UK domestic law, as appropriate.

This communication is only directed at (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the “Order”), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it would otherwise be lawful to distribute to or direct at, all such persons together being referred to as “relevant persons”. The Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.

This announcement is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities referred to herein in Canada. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this announcement or the merits of the securities referred to herein, and any representation to the contrary is an offence.

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

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applicable Canadian securities legislation. The forward-looking statements and forward-looking information in this news release include the expected uses of proceeds of the Offering. Often, but not always, forward-looking statements or information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. With respect to forward-looking statements and information contained herein, the Company has made numerous assumptions including, among other things, assumptions about the ability to price the Notes on terms that are acceptable to the Company, the timing of the closing of the Notes Offering and the ability to achieve the Company’s goals. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to, events generally impacting global economic, financial, political and social stability.

See the Company’s Annual Information Form and other documents filed with the securities regulators or similar authorities in Canada for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information. Although the Company has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forwardlooking statements or information, there may be other factors that cause actual results, performances, achievements or events not to be anticipated, estimated or intended. Also, many of these factors are beyond First Quantum’s control. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company undertakes no obligation to reissue or update forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law. All forward-looking statements and information made herein are expressly qualified by this cautionary statement.

PROHIBITION OF SALES TO EEA OR UK RETAIL INVESTORS

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II") or (ii) a customer within the meaning of Directive 2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (iii) not a Qualified Investor. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPS Regulation.

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NEWS RELEASE

24-04 February 21, 2024

www.first quantum.com

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

(In United States dollars, except “C$” for Canadian dollars where noted)

Toronto, Ontario (February 21, 2024) - First Quantum Minerals Ltd. (“First Quantum” or the “Company”) (TSX: FM) announces four balance sheet strengthening initiatives (the “Refinancing”):

$500 million copper prepayment agreement (announced yesterday and detailed in the Company’s fourth quarter and year-end 2023 results)
The amendment and extension of its $2.2 billion corporate bank facilities that revises the leverage covenant and extends the maturity profile to April 2027 (the “Amendment and Extension”)
$1,000 million bought deal offering of common shares (the “Common Share Offering”)
$1,600 million senior secured second lien notes offering (the “Notes Offering” and, together with the Common Share Offering, the “Offerings”)

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

Highlights of the Refinancing:

Enhances the Company’s liquidity to $2.0 billion (including the copper prepayment agreement);
Reduces the Company’s net leverage[1] to 2.3x;
Increases the Company’s financial flexibility;
Provides covenant headroom, increasing net leverage[1] test from 3.50x to 5.75x for the near term; and
Extends the Company’s maturity profile, providing runway to complete the S3 Expansion and enable a pathway towards resolution in Panama.

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

1 “Net Leverage” is defined as the ratio of the Company’s consolidated Net Debt to its consolidated EBITDA. Net Debt is calculated as Total Debt less cash and cash equivalents. Total Debt is defined as the total principal outstanding on debt classified as debt as defined in note 2 of the Group Financial Statements as at December 31, 2023, excluding any amortization or interest accrued and including amounts payable under trading facilities of $144 million.

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

The disclosure of material uncertainty in the Company’s news release, Consolidated Financial Statements and Management’s Discussion and Analysis dated February 20, 2024 did not take into account today’s announced transactions and the revised covenants, which will be effective following the closing of these transactions.

AMENDMENTS TO BANK FACILITY

First Quantum announces that it has amended its original Term Loan and Revolving Credit Facility (the "Facility") to extend its maturity and defer the amortization of the Term Loan.

The amended and extended $2.243 billion Facility is comprised of a $943 million Term Loan Facility and a $1.3 billion Revolving Credit Facility. The Facility is syndicated to a group of long-standing relationship banks of First Quantum, with all existing lenders consenting to the amendments in the new facility.

The amended terms, which will become effective upon completion of the Offerings and the 2025 Notes Redemption, will extend the debt maturity profile of the Facility to April 2027, removes all material debt amortization until June 2025 and reduces per annum debt amortization in the year which follows.

The amendments to the Facility also provide the Company with additional liquidity headroom and increases the net leverage[1] covenant from 3.50x to 5.75x Net Debt/EBITDA until June 30, 2025. The net leverage[1] covenant will be 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.

$1,000 MILLION EQUITY BOUGHT DEAL OFFERING

First Quantum also announces that it has entered into an agreement with a syndicate of underwriters led by RBC Capital Markets, BMO Capital Markets and Goldman Sachs as joint book-runners (collectively, the “Underwriters”) pursuant to which the Underwriters have agreed to purchase, on a bought deal basis from the Company, 121,680,000 common shares of First Quantum (“Common Shares”) at a price of C$11.10 per Common Share, for aggregate gross proceeds of C$1,351 million (approximately $1,000 million).

This news release should be read in conjunction with the News Release dated February 21, 2024 “First Quantum Announces $1,000 Million Equity Bought Deal Offering as Part of Comprehensive Refinancing”.

$1,600 MILLION SENIOR SECURED SECOND LIEN NOTES OFFERING

First Quantum further announces that it is launching an offering of $1,600 million aggregate principal amount of senior secured second lien notes due 2029 (the “Notes”) in a private offering, subject to market and other customary conditions. The Notes will be senior secured second lien obligations of the Company and will be guaranteed by certain of the Company’s subsidiaries. The Notes will be offered solely to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “U.S. Securities Act”), and to non-U.S. persons in accordance with Regulation S under the U.S. Securities Act.

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

Goldman Sachs acted as Strategic Financial Adviser to the Company with respect to its capital structure and the Holistic Balance Sheet Initiatives.

For further information, visit our website at www.first-quantum.com or contact:

Bonita To, Director, Investor Relations (416) 361-6400 Toll-free: 1 (888) 688-6577

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E-Mail: [email protected]

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IMPORTANT DISCLAIMER

The information in this announcement does not constitute notice of redemption or the solicitation to purchase any securities of the Company, or an offer of securities for sale in the United States or any other jurisdiction. Securities may not be offered or sold in the United States unless they are registered or are exempt from the registration of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities referred to herein will not be registered under the U.S. Securities Act, or the securities laws of any state of the U.S. or other jurisdictions and will not be offered or sold within the U.S. or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S of the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and the applicable laws of other jurisdictions. The Company does not intend to conduct a public offering in the United States or any other jurisdiction. It may be unlawful to distribute this announcement in certain jurisdictions.

The information in this announcement does not constitute an offer, or a solicitation of an offer, of securities for sale in the United States, Canada (with respect to the Notes), the EEA, the UK, Switzerland, Panama, Hong Kong, Japan, Singapore, or any other jurisdiction in which such an offer, solicitation or sale is not permitted.

This communication is only directed at (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the “Order”), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it would otherwise be lawful to distribute to or direct at, all such persons together being referred to as “relevant persons”. The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.

This announcement is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the Notes in Canada. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this announcement or the merits of the Notes, and any representation to the contrary is an offence.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain information contained in this news release constitutes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and “forward-looking information” under applicable Canadian securities legislation. The forward-looking statements and forward-looking information in this news release includes the Company’s available liquidity upon completion of

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First Quantum Minerals Ltd.

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Amendment and Extension and the Offerings, the expected uses of proceeds of the Offerings, the 2025 Notes Redemption, the Company’s intention regarding the S3 Expansion project at Kansanshi and its completion enabling the Company’s return to strong free cash flow generation, the Company’s intentions regarding asset and stakes sales and the Company’s commitment to working with the Government of Panama on the preservation and safe and responsible stewardship of Cobre Panamá. Often, but not always, forward-looking statements or information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. With respect to forward-looking statements and information contained herein, the Company has made numerous assumptions including among other things, assumptions about the effectiveness of the Amendment and Extension, the completion of the Offerings and the effectiveness of the Amendment and Extension; and the ability to achieve the Company’s goals. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to, events generally impacting global economic, financial, political and social stability.

PROHIBITION OF SALES TO EEA OR UK RETAIL INVESTORS

The securities described herein are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II") or (ii) a customer within the meaning of Directive 2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (iii) not a Qualified Investor. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the securities or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPS Regulation.

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NEWS RELEASE 24-07 February 22, 2024

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www.first-quantum.com

FIRST QUANTUM MINERALS ANNOUNCES PRICING OF $1,600 MILLION SENIOR SECURED SECOND LIEN NOTES OFFERING

(In United States dollars, except where noted otherwise)

Toronto, Ontario (February 22, 2024) - First Quantum Minerals Ltd. (“First Quantum” or the “Company”) (TSX: FM) announces that it has successfully completed the pricing of its offering (the “Offering”) of $1,600 million aggregate principal amount of 9.375% senior secured second lien due 2029 (the “Notes”). The issue price of the Notes is 100.000%.

Interest on the Notes will accrue from the issue date at a rate of 9.375% per annum and will be payable semiannually. Settlement is expected to take place on or about February 29, 2024, subject to customary conditions precedent for similar transactions. The Notes will be senior obligations of the Company and will rank equally in right of payment with all of the Company’s existing and future senior debt and senior in right of payment to all of the Company’s existing and future subordinated debt. The Notes will be guaranteed, jointly and severally, on a senior basis by the guarantors (the “Guarantors”) described in the offering memorandum for the Offering (the “Guarantees”). The Guarantees will rank equally in right of payment to all existing and future senior debt of the Guarantors. The obligations of the Company under the Notes and the Guarantors under the Guarantees will be secured on a second-priority basis by a lien on all of the Company’s and the Guarantors’ assets that secure the Company’s and the Guarantors’ obligations under certain of the Company’s credit facilities as described in the offering memorandum relating to the Offering.

The Company intends to apply the net proceeds from the Offering towards the redemption of all of its outstanding senior notes due 2025 and 2026.

For further information, visit our website at www.first-quantum.com or contact:

Bonita To, Director, Investor Relations Tel: (416) 361-6400 Toll-free: 1 (888) 688-6577 E-Mail: [email protected]

IMPORTANT DISCLAIMER

The information in this announcement does not constitute a notice of redemption or the solicitation to purchase any securities of the Company, or an offer of securities for sale in the United States or any other jurisdiction. Securities may not be offered or sold in the United States unless they are registered or are exempt from the registration of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The Notes will not be registered under the U.S. Securities Act, or the securities laws of any state of the U.S. or other jurisdictions and the Notes will not be offered or sold within the U.S. or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S of the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and the applicable laws of other jurisdictions. The Company does not intend to conduct a public offering in the United States or any other jurisdiction. It may be unlawful to distribute this announcement in certain jurisdictions.

for whom the investor has authority to make decisions on a wholly discretionary basis, nor have the securities been acquired with a view to their offer or resale in the EEA or the UK to persons where this would result in a requirement for publication by the Company of a prospectus pursuant to the Prospectus Regulation. The Company and others will rely upon the truth and accuracy of the foregoing representations and agreements. This announcement constitutes a public disclosure of inside information by the Company under Regulation (EU) 596/2014 (16 April 2014). References to Regulations or Directives include, in relation to the UK, those Regulations or Directives as they form part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in UK domestic law, as appropriate.

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

Certain information contained in this news release constitutes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and forward-looking information under applicable Canadian securities legislation. The forward-looking statements and forward-looking information in this news release include the expected uses of proceeds of the Offering. Often, but not always, forward-looking statements or information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. With respect to forward-looking statements and information contained herein, the Company has made numerous assumptions including, among other things, assumptions about the ability to price the Notes on terms that are acceptable to the Company, the timing of the closing of the Offering and the ability to achieve the Company’s goals. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to, events generally impacting global economic, financial, political and social stability.

AI assistant

First Quantum Minerals Ltd Capital/Financing Update 2024

43944_rns_2024-02-22_ac66472c-0eaf-4f16-beec-7fac9a0e71b5.pdf

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 – Name and Address of Company:

Item 2 - Date of Material Change:

Item 3 – News Release:

Item 4 – Summary of Material Change:

Bought-Deal Offering of Common Shares

Senior Secured Notes Offering

Amendment, Accession & Extension of First Quantum’s Credit Facilities

Item 5 – Full Description of Material Change

5.1 – Full Description of Material Change

5.2 – Disclosure for Restructuring Transaction

Item 6 – Reliance on subsection 7.1(2) of National Instrument 51-102:

Item 7 - Omitted Information:

NEWS RELEASE

FIRST QUANTUM ANNOUNCES $1,000 MILLION EQUITY BOUGHT DEAL OFFERING AS PART OF COMPREHENSIVE REFINANCING

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

FIRST QUANTUM ANNOUNCES $1,600 MILLION SENIOR SECURED SECOND LIEN NOTES OFFERING AS PART OF COMPREHENSIVE REFINANCING

For further information, visit our website at www.first-quantum.com or contact:

IMPORTANT DISCLAIMER

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

PROHIBITION OF SALES TO EEA OR UK RETAIL INVESTORS

NEWS RELEASE

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

Highlights of the Refinancing:

AMENDMENTS TO BANK FACILITY

$1,000 MILLION EQUITY BOUGHT DEAL OFFERING

$1,600 MILLION SENIOR SECURED SECOND LIEN NOTES OFFERING

E-Mail: [email protected]

IMPORTANT DISCLAIMER

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

PROHIBITION OF SALES TO EEA OR UK RETAIL INVESTORS

FIRST QUANTUM MINERALS ANNOUNCES PRICING OF $1,600 MILLION SENIOR SECURED SECOND LIEN NOTES OFFERING

For further information, visit our website at www.first-quantum.com or contact:

IMPORTANT DISCLAIMER

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

PROHIBITION OF SALES TO EEA OR UK RETAIL INVESTORS

AI assistant

First Quantum Minerals Ltd — Capital/Financing Update 2024

43944_rns_2024-02-22_ac66472c-0eaf-4f16-beec-7fac9a0e71b5.pdf

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 – Name and Address of Company:

Item 2 - Date of Material Change:

Item 3 – News Release:

Item 4 – Summary of Material Change:

Bought-Deal Offering of Common Shares

Senior Secured Notes Offering

Amendment, Accession & Extension of First Quantum’s Credit Facilities

Item 5 – Full Description of Material Change

5.1 – Full Description of Material Change

5.2 – Disclosure for Restructuring Transaction

Item 6 – Reliance on subsection 7.1(2) of National Instrument 51-102:

Item 7 - Omitted Information:

NEWS RELEASE

FIRST QUANTUM ANNOUNCES $1,000 MILLION EQUITY BOUGHT DEAL OFFERING AS PART OF COMPREHENSIVE REFINANCING

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

FIRST QUANTUM ANNOUNCES $1,600 MILLION SENIOR SECURED SECOND LIEN NOTES OFFERING AS PART OF COMPREHENSIVE REFINANCING

For further information, visit our website at www.first-quantum.com or contact:

IMPORTANT DISCLAIMER

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

PROHIBITION OF SALES TO EEA OR UK RETAIL INVESTORS

NEWS RELEASE

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

Highlights of the Refinancing:

AMENDMENTS TO BANK FACILITY

$1,000 MILLION EQUITY BOUGHT DEAL OFFERING

$1,600 MILLION SENIOR SECURED SECOND LIEN NOTES OFFERING

E-Mail: [email protected]

IMPORTANT DISCLAIMER

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

PROHIBITION OF SALES TO EEA OR UK RETAIL INVESTORS

FIRST QUANTUM MINERALS ANNOUNCES PRICING OF $1,600 MILLION SENIOR SECURED SECOND LIEN NOTES OFFERING

For further information, visit our website at www.first-quantum.com or contact:

IMPORTANT DISCLAIMER

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

PROHIBITION OF SALES TO EEA OR UK RETAIL INVESTORS

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First Quantum Minerals Ltd Capital/Financing Update 2024