OFFERING CIRCULAR DATED 15 JUNE 2009 First Quantum Minerals Ltd. (continued into the province of British Columbia, Canada under the Business Corporation Act (British Columbia) with incorporation no: C0726351) U.S.$500,000,000 6.0 per cent. Convertible Bonds due 2014 convertible into Common Shares of First Quantum Minerals Ltd. ___________________________________________________________________________________ Issue Price 100 per cent. ___________________________________________________________________________________ Global Coordinator NOMURA INTERNATIONAL Joint Bookrunners and Joint Lead Managers NOMURA INTERNATIONAL MORGAN STANLEY Co-Manager RBC CAPITAL MARKETS 1 This Offering Circular (the "Offering Circular") comprises listing particulars given in compliance with the listing rules made under Section 73A of the Financial Services and Markets Act 2000 (the "FSMA") by the UK Listing Authority (the "UKLA") for the purpose of giving information with regard to First Quantum Minerals Ltd. (the "Issuer" or the "Company"), and the Issuer and its subsidiaries taken as a whole (the "Group") and the U.S.$500,000,000 6.0 per cent. convertible bonds due 2014 (the "Bonds"). Applications have been made for the Bonds to be admitted to the Official List of the UKLA and to be admitted to trading on the Professional Securities Market of the London Stock Exchange plc (the "LSE"). References in this Offering Circular to the Bonds being "listed" (and all related references) shall mean that the Bonds have been admitted to the Official List and have been admitted to trading on the Professional Securities Market. The Professional Securities Market is an unregulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). This Offering Circular is to be read in conjunction with all the documents which are incorporated by reference herein (see "Documents Incorporated by Reference"). The Issuer accepts responsibility for all the information contained in this document. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Managers (as defined in "Subscription and Sale") to subscribe or purchase, any of the Bonds or the common shares of the Issuer (the "Common Shares"). The distribution of this Offering Circular and the offering of the Bonds or the Common Shares in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer and the Managers to inform themselves about and to observe any such restrictions. For a description of certain further restrictions on offers and sales of Bonds or the Common Shares and on distribution of this Offering Circular, see "Subscription and Sale". No person is authorised in connection with the issue, offering or sale of the Bonds to give any information or to make any representation not contained in this Offering Circular and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer or the Managers. Neither the delivery of this Offering Circular nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that the information contained in it or any other information supplied in connection with the Bonds is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The Bonds and the Common Shares to be issued upon conversion of the Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended, (the "Securities Act"), and the Bonds are subject to U.S. tax law requirements. Subject to certain exceptions, the Bonds and the Common Shares to be issued upon conversion of the Bonds may not be offered, sold or delivered within the United States or to U.S. persons. For a description of certain further restrictions on the offering and sale of Bonds and on the distribution of this document see "Subscription and Sale". The Bonds will initially be represented by a temporary global bond (the "Temporary Global Bond"), which will be deposited with a common depositary on behalf of Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") on or about 18 June 2009. Interests in the Temporary Global Bond will be exchangeable for interests in a permanent global bond (the "Global Bond") without interest coupons on or after a date which is expected to be 29 July 2009 upon certification as to non-US. beneficial ownership. The Global Bond will be exchangeable for definitive Bonds in bearer form in the denomination of U.S.$100,000 only in the limited circumstances set out in the Global Bond. None of the Issuer or the Managers is providing any advice or recommendation in this Offering Circular on the merits of the purchase, subscription for, or investment in, the Bonds or the Common Shares or the exercise of any rights conferred by the Bonds or the Common Shares. The Bonds are securities which, because of their nature, are normally bought and traded by a limited number of investors who are particularly knowledgeable in investment matters. This Offering Circular has been prepared on the basis that any purchaser of Bonds is a person or entity having sufficient knowledge and experience of financial matters as to be capable of evaluating the merits and risks of the purchase. Before making any investment decision with respect to the Bonds, prospective investors should consult their own counsel, accountants or other advisers and carefully review and consider their investment decision in the light of the foregoing. An investment in the Bonds is only suitable for financially sophisticated investors who are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses which may result therefrom. No representation or warranty, express or implied, is made by any of the Managers as to the accuracy, completeness or sufficiency of the information set out or incorporated in this Offering Circular, and nothing set out or incorporated in this Offering Circular is, or shall be relied upon as, a promise, representation or warranty by any of the Managers. This Offering Circular (including the information incorporated by reference herein) is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer, or any of the Managers that any recipient of this Offering Circular should purchase the Bonds. Each potential purchaser of Bonds should determine for itself the relevance of the information set out or incorporated by reference in this Offering Circular and its purchase of Bonds should be based upon such investigations as it deems necessary. The Issuer's Common Shares are listed for trading on the Toronto Stock Exchange ("TSX") under the symbol "FM" and on the LSE's market for listed securities under the symbol "FQM". LaSalle Global Trust Services Limited (the "Trustee") may rely without liability to Bondholders or Couponholders on a report, confirmation or certificate of any financial advisers or investment bank, whether or not addressed to it and whether their liability in relation thereto is limited (by its terms or by any engagement letter relating thereto entered into by the Trustee or in any other manner) by reference to a monetary cap, methodology or otherwise. The Trustee shall be obliged to accept and entitled to rely on any such report, confirmation or certificate where the Issuer procures delivery of the same pursuant to its obligation to do so under the Terms and Conditions and such report, confirmation or certificate shall be binding on the Issuer, the Trustee, the Bondholders and the Couponholders (as defined herein) in the absence of manifest or proven error. In connection with this issue, each of the Managers and any of their respective affiliates acting as an investor for its own account may take up Bonds and in that capacity may retain, purchase or sell for its own account such securities and any securities of the Issuer or related investments and may offer or sell such securities or other investments otherwise than in connection with this issue. Accordingly, references in this document to the Bonds being issued, offered or placed should be read as including any issue, offering or placement of securities to the Managers and any of their affiliates acting in such capacity. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. The Issuer confirms that where the information in this Offering Circular has been reproduced from third party sources it has been accurately reproduced and that as far as the Issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate and misleading. In connection with the issue of the Bonds, Nomura International plc (the "Stabilising Manager") (or persons acting on behalf of the Stabilising Manager) may over-allot Bonds or effect transactions with a view to supporting the market price of the Bonds and/or the Common Shares at a level higher than that which might otherwise prevail.