Vivakor Announces Annual Shareholder Meeting to be Held on September 11, 2025
Voting Information:
Shareholders of Vivakor, as of the August 13, 2025 record date, can vote in person or by proxy. Shareholders needing assistance can email the Company at [email protected].
About Vivakor, Inc.
Vivakor, Inc. is an integrated provider of sustainable energy transportation, storage, reuse, and remediation services, operating one of the largest fleets of oilfield trucking services in the continental United States. Its corporate mission is to develop, acquire, accumulate, and operate assets, properties, and technologies in the energy sector. Vivakor's integrated facilities assets provide crude oil gathering, storage, transportation, reuse, and remediation services under long-term contracts. Vivakor's oilfield waste remediation facilities will facilitate the recovery, reuse, and disposal of petroleum byproducts and oilfield waste products.
For more information, please visit our website: http://vivakor.com
Cautionary Statement Regarding Forward-Looking Statements
This news release may contain forward-looking statements within the meaning of the 'safe harbor' provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements. Forward-looking statements may be identified but not limited by the use of the words 'anticipates,' 'expects,' 'intends,' 'plans,' 'should,' 'could,' 'would,' 'may,' 'will,' 'believes,' 'estimates,' 'potential,' or 'continue' and variations or similar expressions. Our actual results may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties, including, but not limited to, , the expected transaction and ownership structure, the valuation of the transaction, the likelihood and ability of the parties to successfully and timely consummate planned acquisitions, the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect Vivakor or the expected benefits of the such transaction, our ability to maintain the listing of our securities on The Nasdaq Capital Market , the parties failure to realize the anticipated benefits of pending transactions, disruption and volatility in the global currency, capital, and credit markets, changes in federal, local and foreign governmental regulation, changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks, our ability to successfully develop products, rapid change in our markets, changes in demand for our future products, and general economic conditions.
These risks and uncertainties include, but are not limited to, risks and uncertainties discussed in Vivakor's filings with the U.S. Securities and Exchange Commission, which factors may be incorporated herein by reference. Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about Vivakor and the Endeavor Entities or the date of such information in the case of information from persons other than Vivakor and the Endeavor Entities, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding the Endeavor Entities industries and markets are based on sources we believe to be reliable; however, there can be no assurance these forecasts and estimates will prove accurate in whole or in part.
Investors Contact:P:949-281-2606
[email protected]
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AvidXchange Announces Second-Quarter 2025 Financial Results
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GAAP gross profit was $73.6 million, or 66.6% of total revenue, compared with $68.7 million, or 65.3% of revenue in the second quarter of 2024. Non-GAAP gross profit was $81.6 million, or 73.8% of total revenue, compared with $76.3 million, or 72.6% of revenue in the second quarter of 2024. Adjusted EBITDA was $17.4 million compared with $17.5 million in the second quarter of 2024. A reconciliation of GAAP to non-GAAP financial measures has been provided in the tables following the financial statements in this press release. An explanation of these measures is also included below under the heading "Non-GAAP Measures and Other Performance Metrics." Second Quarter 2025 Key Business Metrics and Highlights: Total transactions processed in the second quarter of 2025 were 20.1 million, an increase of 1.8% from 19.7 million in the second quarter of 2024. Total payment volume in the second quarter of 2025 was $21.5 billion, an increase of 4.1% from $20.6 billion in the second quarter of 2024. Transaction yield in the second quarter of 2025 was $5.50, an increase of 3.2% from $5.33 in the second quarter of 2024. Financial Outlook & Earnings TeleconferenceAs disclosed previously, due to its pending acquisition by TPG in partnership with Corpay, AvidXchange has suspended its previously issued financial outlook for fiscal 2025 and will not hold a teleconference to discuss its second quarter 2025 financial results. About AvidXchange™AvidXchange is a leading provider of accounts payable ('AP') automation software and payment solutions for middle market businesses and their suppliers. AvidXchange's software-as-a-service-based, end-to-end software and payment platform digitizes and automates the AP workflows for more than 8,500 businesses and it has made payments to more than 1,350,000 supplier customers of its buyers over the past five years. 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Non-GAAP Measures and Other Performance MetricsTo supplement the financial measures presented in our press release in accordance with generally accepted accounting principles in the United States ('GAAP'), we also present the following non-GAAP measures of financial performance: Non-GAAP Gross Profit, Non-GAAP Gross Margin, Adjusted EBITDA, Non-GAAP Net Income (Loss) and Non-GAAP Earnings Per Share. A 'non-GAAP financial measure' refers to a numerical measure of our historical or future financial performance or financial position that is included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in our financial statements. We provide certain non-GAAP measures as additional information relating to our operating results as a complement to results provided in accordance with GAAP. 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We define Adjusted EBITDA as our net loss before depreciation and amortization, impairment and write-off of intangible assets, interest income and expense, income tax expense (benefit), stock-based compensation expense, transaction and acquisition-related costs expensed, change in fair value of derivative instrument, non-recurring items not indicative of ongoing operations, and charitable contributions of common stock. We define Non-GAAP Net Income (Loss) as net loss before amortization of acquired intangible assets, impairment and write-off of intangible assets, stock-based compensation expense, transaction and acquisition-related costs expensed, change in fair value of derivative instrument, non-recurring items not indicative of ongoing operations, acquisition-related effects on income tax, and charitable contributions of common stock. Non-GAAP income tax expense is calculated using our blended statutory rate except in periods of non-GAAP net loss when it is based on our GAAP income tax expense. In each case, non-GAAP income tax expense excludes the effects of acquisitions in the period on tax expense. We define Non-GAAP Earnings per Share as Non-GAAP Net Income (Loss) per diluted share. We believe the use of non-GAAP financial measures, as a supplement to GAAP measures, is useful to investors in that they eliminate items that are either not part of our core operations or do not require a cash outlay, such as stock-based compensation expense. Management uses these non-GAAP financial measures when evaluating operating performance and for internal planning and forecasting purposes. We believe that these non-GAAP financial measures help indicate underlying trends in the business, are important in comparing current results with prior period results and are useful to investors and financial analysts in assessing operating performance. Availability of Information on AvidXchange's WebsiteInvestors and others should note that AvidXchange routinely announces material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts, and the Investor Relations section of AvidXchange's website. While not all information that AvidXchange posts to the Investor Relations website is of a material nature, some information could be deemed to be material. Accordingly, AvidXchange encourages investors, the media and others interested in AvidXchange to review the information that it shares at the Investor Relations link located at Users may automatically receive email alerts and other information about AvidXchange when enrolling an email address by visiting 'Email Alerts' in the 'Resources' section of AvidXchange's Investor Relations website Investor Contact: Subhaash KumarSkumar1@ Holdings, Statements of Operations(in thousands, except share and per share data) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenues $ 110,570 $ 105,132 $ 218,512 $ 210,730 Cost of revenues (exclusive of depreciation and amortization expense) 30,949 30,426 61,738 60,759 Operating expenses Sales and marketing 23,068 19,956 45,579 39,697 Research and development 26,975 25,008 52,357 50,912 General and administrative 33,510 22,635 62,458 46,895 Impairment and write-off of intangible assets - - - 162 Depreciation and amortization 8,479 9,208 17,148 18,515 Total operating expenses 92,032 76,807 177,542 156,181 Loss from operations (12,411 ) (2,101 ) (20,768 ) (6,210 ) Other income (expense) Interest income 4,480 5,979 8,621 12,541 Interest expense (2,010 ) (3,323 ) (4,016 ) (6,660 ) Other income 2,470 2,656 4,605 5,881 (Loss) income before income taxes (9,941 ) 555 (16,163 ) (329 ) Income tax (benefit) expense (477 ) 119 612 244 Net (loss) income $ (9,464 ) $ 436 $ (16,775 ) $ (573 ) Net (loss) income per share attributable to common stockholders, basic and diluted Basic $ (0.05 ) $ 0.00 $ (0.08 ) $ 0.00 Diluted $ (0.05 ) $ 0.00 $ (0.08 ) $ 0.00 Weighted average number of common shares used to compute net loss per share attributable to common stockholders, basic and diluted Basic 206,933,045 207,025,967 205,982,206 205,961,720 Diluted 206,933,045 210,370,559 205,982,206 205,961,720 AvidXchange Holdings, Balance Sheets(in thousands, except share and per share data) As of June 30, As of December 31, 2025 2024 Assets Current assets Cash and cash equivalents $ 335,773 $ 355,637 Restricted funds held for customers 1,148,195 1,250,346 Marketable securities 71,461 33,663 Accounts receivable, net of allowances of $4,362 and $4,279, respectively 50,988 51,671 Supplier advances receivable, net of allowances of $2,024 and $1,644 respectively 18,035 14,080 Prepaid expenses and other current assets 15,503 15,317 Total current assets 1,639,955 1,720,714 Property and equipment, net 96,632 97,592 Deferred customer origination costs, net 29,005 28,119 Goodwill 165,921 165,921 Intangible assets, net 65,235 71,068 Other noncurrent assets and deposits 7,087 6,297 Total assets $ 2,003,835 $ 2,089,711 Liabilities and Stockholders' Equity Current liabilities Accounts payable $ 20,482 $ 15,494 Accrued expenses 45,094 46,849 Payment service obligations 1,148,195 1,250,346 Deferred revenue 12,747 13,967 Current maturities of lease obligations under finance leases 36 103 Current maturities of lease obligations under operating leases 663 1,207 Current maturities of long-term debt 4,800 4,800 Total current liabilities 1,232,017 1,332,766 Long-term liabilities Deferred revenue, less current portion 10,640 11,856 Obligations under finance leases, less current maturities 63,342 63,025 Obligations under operating leases, less current maturities 1,655 1,969 Long-term debt 4,300 4,300 Other long-term liabilities 4,331 3,962 Total liabilities 1,316,285 1,417,878 Commitments and contingencies Stockholders' equity Preferred stock, $0.001 par value; 50,000,000 shares authorized, no shares issued and outstanding as of June 30, 2025 and December 31, 2024 - - Common stock, $0.001 par value; 1,600,000,000 shares authorized as of June 30, 2025 and December 31, 2024; 207,695,309 and 204,335,860 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively 208 204 Additional paid-in capital 1,718,132 1,685,644 Accumulated deficit (1,030,790 ) (1,014,015 ) Total stockholders' equity 687,550 671,833 Total liabilities and stockholders' equity $ 2,003,835 $ 2,089,711 AvidXchange Holdings, Statements of Cash Flows(in thousands) Six Months Ended June 30, 2025 2024 Cash flows from operating activities Net loss $ (16,775 ) $ (573 ) Adjustments to reconcile net loss to net cash used by operating activities Depreciation and amortization expense 17,148 18,515 Amortization of deferred financing costs 190 212 Provision for credit losses 1,976 1,481 Stock-based compensation 29,571 23,278 Accrued interest 638 822 Impairment and write-off on intangible assets - 162 Loss on write-off of fixed assets 3 - Gain on lease buyout (172 ) - Accretion of investments held to maturity (629 ) (2,209 ) Deferred income taxes 247 178 Changes in operating assets and liabilities Accounts receivable 184 (3,652 ) Accrued interest on investments 43 - Prepaid expenses and other current assets (186 ) (2,481 ) Other noncurrent assets (980 ) (839 ) Deferred customer origination costs (887 ) (142 ) Accounts payable 4,988 (1,378 ) Deferred revenue (2,436 ) (2,735 ) Accrued expenses and other liabilities (1,631 ) (11,388 ) Operating lease liabilities (686 ) (323 ) Total adjustments 47,381 19,501 Net cash provided by operating activities 30,606 18,928 Cash flows from investing activities Purchase of marketable securities held to maturity (65,329 ) (98,996 ) Proceeds from maturity of marketable securities held to maturity 28,117 55,996 Purchases of equipment (1,324 ) (1,100 ) Purchases of intangible assets (9,034 ) (8,087 ) Supplier advances, net (5,431 ) (4,092 ) Net cash used in investing activities (53,001 ) (56,279 ) Cash flows from financing activities Repayments of long-term debt - (813 ) Principal payments on finance leases (81 ) (150 ) Proceeds from issuance of common stock 1,474 5,393 Proceeds from issuance of common stock under ESPP 1,447 1,220 Remittance of taxes upon vesting of restricted stock units (209 ) - Payment of acquisition-related liability (100 ) (100 ) Payment service obligations (102,151 ) (385,201 ) Net cash used in financing activities (99,620 ) (379,651 ) Net decrease in cash, cash equivalents, and restricted funds held for customers (122,015 ) (417,002 ) Cash, cash equivalents, and restricted funds held for customers Cash, cash equivalents, and restricted funds held for customers, beginning of year 1,605,983 1,985,630 Cash, cash equivalents, and restricted funds held for customers, end of period $ 1,483,968 $ 1,568,628 Supplementary information of noncash investing and financing activities Property and equipment purchases in accounts payable and accrued expenses $ - $ 19 Interest paid on notes payable - 2,673 Interest paid on finance leases 3,000 2,954 Cash paid for income taxes 369 254 AvidXchange Holdings, of GAAP to Non-GAAP Measures Three Months Ended June 30, Six Months Ended June 30, Reconciliation of Revenue to Non-GAAP Gross Profit and Non-GAAP Gross Margin 2025 2024 2025 2024 (in thousands) Total revenues $ 110,570 $ 105,132 $ 218,512 $ 210,730 Expenses: Cost of revenues (exclusive of depreciation and amortization expense) (30,949 ) (30,426 ) (61,738 ) (60,759 ) Depreciation and amortization expense (5,977 ) (6,034 ) (12,106 ) (12,098 ) GAAP Gross profit $ 73,644 $ 68,672 $ 144,668 $ 137,873 Adjustments: Stock-based compensation expense 1,996 1,625 3,980 2,857 Depreciation and amortization expense 5,977 6,034 12,106 12,098 Non-GAAP gross profit $ 81,617 $ 76,331 $ 160,754 $ 152,828 GAAP Gross margin 66.6 % 65.3 % 66.2 % 65.4 % Non-GAAP gross margin 73.8 % 72.6 % 73.6 % 72.5 %AvidXchange Holdings, of GAAP to Non-GAAP Measures (Continued) Three Months Ended June 30, Six Months Ended June 30, Reconciliation of Net Income (Loss) to Non-GAAP Net Income (Loss), including per share amounts 2025 2024 2025 2024 (in thousands, except share and per share data) Net income (loss) $ (9,464 ) $ 436 $ (16,775 ) $ (573 ) Exclude: Provision for income taxes (477 ) 119 612 244 Income (loss) before taxes (9,941 ) 555 (16,163 ) (329 ) Amortization of acquired intangible assets 2,859 3,414 5,744 6,827 Impairment and write-off of intangible assets - 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- - - Stock-based compensation expense 0.07 0.06 0.14 0.11 Transaction and acquisition-related costs 0.03 - 0.04 - Non-recurring items not indicative of ongoing operations(1) - (0.01 ) - - Provision for income taxes (0.02 ) (0.02 ) (0.03 ) (0.03 ) Adjustment to fully diluted earnings per share 0.01 - - - Non-GAAP diluted income (loss) per common share $ 0.05 $ 0.05 $ 0.10 $ 0.11 AvidXchange Holdings, of GAAP to Non-GAAP Measures (Continued) Three Months Ended June 30, Six Months Ended June 30, Reconciliation of Net Loss to Adjusted EBITDA 2025 2024 2025 2024 (in thousands) Net loss $ (9,464 ) $ 436 $ (16,775 ) $ (573 ) Depreciation and amortization 8,479 9,208 17,148 18,515 Impairment and write-off of intangible assets - - - 162 Interest income (4,480 ) (5,979 ) (8,621 ) (12,541 ) Interest expense 2,010 3,323 4,016 6,660 Provision for income taxes (477 ) 119 612 244 Stock-based compensation expense 15,085 12,319 29,571 23,278 Transaction and acquisition-related costs(1) 6,449 - 8,445 - Non-recurring items not indicative of ongoing operations(2) (195 ) (1,976 ) 528 (630 ) Adjusted EBITDA $ 17,407 $ 17,450 $ 34,924 $ 35,115 (1) For the three and six months ended June 30, 2025, this amount consists of transaction and deal costs incurred in connection with the proposed plan of merger announced on May 6, 2025 described in our unaudited consolidated financial statements. (2) For the three months ended June 30, 2025, this amount includes a $172 gain on lease buyout. For the three months ended June 30, 2024, this amount was primarily comprised of an insurance recovery of $2,110 for costs incurred in response to the cybersecurity incident that was detected in April 2023. For the six months ended June 30, 2025, this amount includes $618 in restructuring costs and a $172 gain on lease buyout. For the six months ended June 30, 2024 this amount includes $1,157 of severance costs and a net benefit of $1,808 of response costs incurred in connection with the cybersecurity incident. (3) Non-GAAP income tax expense is based on the Company's blended tax rate of 24.9% in periods the Company has Non-GAAP income before tax. In periods the Company is in a non-GAAP loss position, tax expense is based on GAAP tax expense.
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First Quantum Minerals Announces Pricing and Upsizing of Senior Notes Offering
(In United States dollars, except where noted otherwise) TORONTO, Aug. 06, 2025 (GLOBE NEWSWIRE) -- 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 $1.0 billion aggregate principal amount of 7.250% senior notes due 2034 (the 'Notes'). The original offering amount of the Notes of $750 million has been increased to $1.0 billion. The issue price of the Notes is 100.000%. Interest on the Notes will accrue from the issue date at a rate of 7.250% per annum and will be payable semi-annually. Settlement is expected to take place on or about August 20, 2025, subject to customary conditions precedent for similar transactions. The Notes will be senior unsecured obligations of the Company and will be guaranteed by certain of the Company's subsidiaries. The Company intends to apply the gross proceeds from the sale of the Notes, together with cash on balance sheet, to fund the tender offer for its existing 6.875% senior notes due 2027, to refinance a portion of its existing 9.375% senior secured second lien notes due 2029 and to pay related fees, costs and expenses. For further information, visit our website at or contact: Investor Relations: Bonita To, Director, Investor Relations(416) 361-6400 Toll-free: 1 (888) 688-6577E-Mail: info@ Media Relations:James Devas, Manager, Corporate Affairs+44 207 291 6630E-Mail: 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. 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, this announcement and any offer of the securities referred to herein in any Member State of the European Economic Area ('EEA') will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the securities referred to herein. Accordingly, any person making or intending to make an offer in a Member State of Notes which are the subject of the offering contemplated may only do so in circumstances in which no obligation arises for the company or any of the initial purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation, in each case, in relation to such offer. Neither the company nor the initial purchasers have authorized, nor do they authorize, the making of any offer of Notes in circumstances in which an obligation arises for the company or the initial purchasers to publish a prospectus for such offer. The expression 'Prospectus Regulation' means Regulation (EU) 2017/1129. The securities 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. 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 (as amended, 'MiFID II') or (ii) a customer within the meaning of Directive 2016/97/EU (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the 'PRIIPs Regulation') for offering or selling the securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. The securities 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 United Kingdom ('UK'). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ('EUWA'); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (as amended, the 'UK PRIIPs Regulation') for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. In the UK, this announcement and any offer of the securities referred to herein in the UK will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the securities referred to herein. Accordingly, any person making or intending to make an offer in the UK of Notes which are the subject of the offering contemplated may only do so in circumstances in which no obligation arises for the company or any of the initial purchasers to publish a prospectus pursuant to Article 3 of the UK Prospectus Regulation, in each case, in relation to such offer. Neither the company nor the initial purchasers have authorized, nor do they authorize, the making of any offer of Notes in circumstances in which an obligation arises for the company or the initial purchasers to publish a prospectus for such offer. The expression 'UK Prospectus Regulation' means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Neither the content of the company's website nor any website accessible by hyperlinks on the company's website is incorporated in, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation or the UK Prospectus Regulation. 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 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, among other things, the timing of the closing of the Offering and 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. See the Company's Annual Information Form and other documents filed with the securities regulators or similar authorities in Canada (accessible under the Company's profile on SEDAR+ at 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 contained herein are expressly qualified by this cautionary in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
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First Quantum Minerals Announces Extension of the Expiration Date, Guaranteed Delivery Date and Settlement Date of Cash Tender Offer to Purchase Any and All of Its Outstanding 6.875% Senior Notes Due 2027
(In United States dollars, except where noted otherwise) TORONTO, Aug. 06, 2025 (GLOBE NEWSWIRE) -- First Quantum Minerals Ltd. ('First Quantum' or the 'Company') (TSX: FM), in connection with the offer to purchase for cash (the 'Tender Offer') any and all of its outstanding 6.875% Senior Notes due 2027 (the 'Notes') from holders of the Notes ('Holders'), as further described in the offer to purchase (the 'Offer to Purchase') and the related Notice of Guaranteed Delivery, each dated August 6, 2025, and as previously announced on August 6, 2025, hereby announces that, following the upsizing and pricing of the New Notes (as announced separately by the Company on the date hereof), the Company is extending (i) the Price Determination Date from 2:00 p.m., New York City time, on August 12, 2025 to 2:00 p.m., New York City time, on August 18, 2025, (ii) the Expiration Date from 5:00 p.m., New York City time, on August 12, 2025 to 5:00 p.m., New York City time, on August 18, 2025, (iii) the Guaranteed Delivery Date from 5:00 p.m., New York City time, on August 14, 2025 to 5:00 p.m., New York City time, on August 20, 2025 and (iv) the expected Settlement Date from August 15, 2025 to August 21, 2025. The consideration for each $1,000 principal amount of Notes tendered prior to the Expiration Date (as extended pursuant to this announcement) and accepted for purchase pursuant to the Tender Offer shall be the 'Notes Consideration' and will be calculated by the Dealer Managers (as defined below) as set forth in the table below in a manner described in the Offer to Purchase by reference to the fixed spread (the 'Fixed Spread') specified below plus the yield (the 'Reference Yield') based on the bid-side price of the U.S. Treasury Reference Security specified below (the 'Reference Security') as quoted on the Bloomberg Bond Trader FIT3 series of pages (the 'Reference Page') at 2:00 p.m., New York City time, on the Price Determination Date (as extended pursuant to this announcement). In addition, Holders who validly tender and do not validly withdraw their Notes in the Tender Offer will be paid a cash amount equal to accrued and unpaid interest from the last interest payment date up to, but not including, the Settlement Date (as extended pursuant to this announcement). For the avoidance of doubt, any Notes accepted for purchase pursuant to the Offer will cease to accrue interest on and after the Settlement Date. Tendered Notes may be withdrawn at any time at or prior to the Expiration Date and no tenders will be valid if submitted after the Expiration Date. Upon completion of the Tender Offer, the Notes accepted for purchase will be canceled. Notes CUSIP Number(1) ISIN(1) Principal Amount Outstanding Authorized Denomination U.S. Treasury Reference Security Bloomberg Reference Page Fixed Spread (basis points) 6.875% Senior Notes due 2027 Reg S: C3535C AM0144A: 335934 AT2 Reg S: USC3535CAM04144A: US335934AT24 $750,000,000 $200,000 and integral multiples of $1,000 in excess thereof 4.250% UST due October 15, 2025US91282C FP14 FIT3 0 (1) CUSIP/ISIN information is provided for the convenience of Holders of the Notes. No representation is made as to the correctness or accuracy of such numbers. Notes may be tendered and accepted for payment only in principal amounts equal to authorized denominations described above. Holders who tender less than all of their Notes must continue to hold such Notes in the applicable minimum authorized denomination. The purpose of the Tender Offer is to acquire any and all of the aggregate principal amount of the outstanding Notes as part of a refinancing transaction (the 'Refinancing') pursuant to which the Company expects to issue, on or prior to the Settlement Date (the 'New Notes Issuance') new senior notes (the 'New Notes') on terms and conditions reasonably satisfactory to the Company. The proceeds of the New Notes are expected be used, among other things, to purchase Notes pursuant to the Tender Offer and redeem Notes not tendered in the Tender Offer pursuant to the Redemption (as defined below). There can be no assurance that the Company will be able to complete the New Notes Issuance and satisfy the Financing Conditions (as defined below). Subject to the satisfaction of the Financing Conditions, the Company intends to redeem any Notes that are not validly tendered and accepted for purchase in the Tender Offer on or after October 15, 2025 in accordance with the terms of the indenture (the 'Indenture') governing the Notes (the 'Redemption') at the then applicable redemption price of 100.000%, plus accrued and unpaid interest to (but not including) the applicable date of redemption. However, the Company cannot assure you that such remaining Notes will be so redeemed. The Company, in its sole discretion, may also deposit amounts required to fund the Redemption into an account designated by the Trustee, in accordance with the satisfaction and discharge provisions of the Indenture on or after the Settlement Date. For the avoidance of doubt, this announcement does not constitute a notice of redemption. In the event that the Company does not consummate the Redemption or satisfaction and discharge of the Indenture, it may otherwise acquire any Notes that remain outstanding after the Expiration Date, through open market or privately negotiated transactions, one or more additional tender offers, or otherwise, upon such terms and at such prices as the Company may determine, which may be more or less than the prices to be paid pursuant to the Tender Offer or in a redemption pursuant to the terms of the Indenture. In addition, pursuant to the terms of the Indenture, in connection with certain tender offers for the Notes, if holders of not less than 90% in aggregate principal amount of outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company purchases all of the Notes validly tendered and not validly withdrawn by such holders, all of the holders will be deemed to have consented to such tender offer, and, accordingly, the Company will have the right to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other holder in such tender offer. The consummation of the Tender Offer and the Company's obligation to accept for purchase, and to pay for, Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offer are subject to the satisfaction of or waiver of the following conditions: (a) the successful completion by the Company of the New Notes Issuance, the proceeds of which will be sufficient to fund (i) the purchase of all outstanding Notes in the Tender Offer, and (ii) the Redemption, all on terms and conditions acceptable to the Company in its sole discretion (the 'Financing Conditions'); and (b) satisfaction of the other conditions set forth in the Offer to Purchase. The Company reserves the right to amend or waive any of the conditions of the Tender Offer, in whole or in part, at any time or from time to time, in its sole discretion. Subject to applicable laws, the Company reserves the right (i) to waive or modify in whole or in part any and all conditions to the Tender Offer, (ii) to further extend the Expiration Date with respect to the Tender Offer, (iii) to modify or terminate the Tender Offer, (iv) to decrease the principal amount of the relevant Notes subject to the Tender Offer, or (v) to otherwise amend the Tender Offer in any respect. Capitalized terms used in this announcement but not otherwise defined shall have the meanings given to them in the Offer to Purchase. Full details of the terms and conditions of the Tender Offer are included in the Company's Offer to Purchase. Copies of documents relating to the Tender Offer may be obtained from Kroll Issuer Services Limited, the Tender and Information Agent, at by telephone at +44 20 7704 0880 or by e-mail at fqml@ The Company has engaged J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, BMO Capital Markets Corp. and Société Générale to serve as dealer managers for the Tender Offer (the 'Dealer Managers'). Questions regarding the Tender Offer should be directed to Dealer Managers using the following contact information, as applicable: J.P. Morgan Securities LLC by telephone at +1 (866) 834-4666 (U.S. Toll Free) or +1 (212) 834-7489 (U.S. Collect); Goldman Sachs & Co. LLC by telephone at: +1 (212) 357-1452 (U.S. Collect), +1 (800) 828-3182 (Toll Free) or +44 207 774 4836 (Europe); BMO Capital Markets Corp. by telephone at: +1 (833) 418-0762 (U.S. Toll Free) or +1 (212) 702-1840 (U.S. Collect); and Société Générale by telephone at: +33 (0) 1 42 13 32 4 or +1 (855) 881-2108 (U.S. Toll Free). For further information, visit our website at or contact: Investor Relations: Bonita To, Director, Investor Relations(416) 361-6400 Toll-free: 1 (888) 688-6577E-Mail: info@ Media Relations:James Devas, Manager, Corporate Affairs+44 207 291 6630E-Mail: DISCLAIMER None of the Company, the Dealer Managers or the Tender and Information agent makes any recommendation as to whether or not Holders should tender their Notes or deliver consents or how much they should tender in connection with the Tender Offer, and no one has been authorized by any of them to make such recommendations. Holders are urged to evaluate carefully all information contained in the Offer to Purchase and consult their own investment and tax advisors. Holders must make their own decisions as to whether to tender their Notes and deliver consents, and, if so, the principal amount of Notes to tender. The distribution of the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession the Offer to Purchase comes are required by the Company, the Dealer Managers and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions. It may be unlawful to distribute this press release in certain jurisdictions. The information in this press release does not constitute a notice of redemption, a solicitation to purchase or sell, an offer to purchase or sell or the solicitation of an offer to purchase or sell any of the securities described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Tender Offer is made solely pursuant to the Offer to Purchase. The New 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. This press release must be read in conjunction with the Offer to Purchase. This press release and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any Holder is in any doubt as to the action it should take, it is recommended that such Holder seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Notes in the Tender Offer. Any deadlines set by any intermediary will be earlier than the deadlines specified in the Offer to Purchase. The deadlines set by DTC may also be earlier than the relevant deadlines set out in the Offer to Purchase. Questions, requests for assistance and requests for additional copies of the Offer to Purchase may be directed to the Tender and Information Agent or the Dealer Managers at their addresses set forth in this press release. 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, among other things, the anticipated cash expenditure to consummate the Tender Offer, as well as the consummation, timing, settlement, size and terms of the Tender Offer, including the Notes Consideration, the Price Determination Date, the Expiration Date, the Guaranteed Delivery Date and the Settlement Date. 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 New Notes on terms that are acceptable to the Company, the timing of the closing of the concurrent offering of New Notes, the satisfaction of the conditions set forth in the Offer to Purchase 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 (accessible under the Company's profile on SEDAR+ at the United States Securities and Exchange Commission and the London Stock Exchange 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 contained herein are expressly qualified by this cautionary in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
