First Quantum and Jiangxi Copper reach standstill agreement, limiting shareholder influence

Company

First Quantum Minerals Ltd.

Law Firm / Organization
Norton Rose Fulbright Canada LLP

Company

Jiangxi Copper Co. Ltd.

Law Firm / Organization
DLA Piper (Canada) LLP

On July 23, 2024, First Quantum Minerals Ltd. and Jiangxi Copper Co. Ltd. finalized a new standstill agreement, restricting Jiangxi Copper’s influence as a major shareholder. Jiangxi Copper holds an 18.5% stake in First Quantum, but under this agreement, it cannot increase its stake or sell large quantities of shares without consent from First Quantum. The agreement, lasting for three years, also grants First Quantum the right to approve any sale of shares exceeding 5% and blocks any buyer from acquiring over 9.9%.

This pact, motivated by geopolitical sensitivities, safeguards First Quantum from hostile takeovers and strengthens its control over key decisions, including board nominations. The standstill further prevents Jiangxi Copper from opposing First Quantum’s management on significant board matters, while granting it the right to nominate one board member.

The agreement follows First Quantum’s financial challenges in 2023, including the temporary closure of its Cobre Panama mine and the company’s subsequent US$1 billion equity financing, in which Jiangxi Copper participated. Jiangxi Copper also committed to a US$500 million prepayment for copper from First Quantum’s Zambian mine.

Financing/Investment
Mining
Undisclosed/Confidential
Active