Fortescue Announces Early Tender Results of Cash Tender Offers for Certain of Its Debt Securities

PERTH, Australia, Oct. 21, 2025 (GLOBE NEWSWIRE) -- Fortescue Treasury Pty Ltd (formerly FMG Resources (August 2006) Pty Ltd) (the “Company”), an Australian corporation and a direct wholly owned subsidiary of Fortescue Ltd (formerly Fortescue Metals Group Ltd) (“Fortescue”) (ASX: FMG), an Australian corporation, announced today the early tender results of its previously announced offers (each, a “Tender Offer” and, collectively, the “Tender Offers”) to purchase for cash up to US$600,000,000 aggregate principal amount of its outstanding series of notes listed in the table below (collectively, the “Notes”).

The Company also announced that it had increased the previously announced aggregate principal amount that it is offering to purchase in the Tender Offers from US$600,000,000 to US$750,000,000 aggregate principal amount of its Notes (as increased, the “Aggregate Maximum Tender Amount“), and that it had increased the tender cap applicable to the Tender Offer for the 2031 Notes from US$400,000,000 to US$500,000,000 (as increased, the ”2031 Notes Tender Cap”), in each case as such cap may be increased by the Company. Except as described in this press release, all other terms of the Tender Offers as described in the Offer to Purchase, dated October 6, 2025 (the “Offer to Purchase”), remain unchanged.

The Company has been advised by the Tender and Information Agent (as defined below), that as of 5:00 p.m., New York City time, on October 20, 2025 (that date and time, the “Early Tender Date”), the aggregate principal amount of each series of Notes listed in the table below had been validly tendered and not validly withdrawn pursuant to the Tender Offers. Withdrawal rights for the Notes expired at 5:00 p.m., New York City time, on October 20, 2025.

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(1)   As at the date of the Offer to Purchase.
(2)   The maximum aggregate principal amount of 2031 Notes that will be purchased in the Tender Offers has been increased from US$400,000,000 to US$500,000,000 (as increased, the “2031 Notes Tender Cap”).

Because the aggregate principal amount of the 2031 Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date exceeded the 2031 Notes Tender Cap, the Company does not expect to accept for purchase all 2031 Notes that have been validly tendered (and not validly withdrawn) at or prior to the Early Tender Date. Subject to the 2031 Notes Tender Cap and the terms and conditions in the Offer to Purchase, the Company expects to accept for purchase 2031 Notes using a proration factor of approximately 44%.

Because the aggregate principal amount of the 2030 Notes and the 2031 Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date together exceeded the Aggregate Maximum Tender Amount, the Company does not expect to accept for purchase all 2030 Notes that have been validly tendered (and not validly withdrawn) at or prior to the Early Tender Date. Subject to the Aggregate Maximum Tender Amount and the terms and conditions in the Offer to Purchase, the Company expects to accept for purchase 2030 Notes using a proration factor of approximately 50%.

None of the tendered 2032 Notes will be accepted for purchase and no Notes tendered after the Early Tender Date will be accepted for purchase.

Holders of Notes accepted for purchase in connection with the Early Tender Date will receive a total consideration of US$1,045.00 per US$1,000.00 principal amount, in the case of the 2030 Notes accepted for purchase, and US$978.75 per US$1,000.00 principal amount, in the case of the 2031 Notes accepted for purchase, which amounts include the early tender payment of US$30.00 per US$1,000.00 principal amount of Notes of each series accepted for purchase. Holders of Notes accepted for purchase in the Tender Offers will also receive accrued and unpaid interest on such Notes from the last interest payment date with respect to those Notes to, but not including, the settlement date, which in connection with the Early Tender Date is currently expected to be October 22, 2025.

Each Tender Offer for a series of Notes is separate and distinct and will expire at 5:00 p.m., New York City time, on November 4, 2025, unless extended or earlier terminated by the Company (such date and time, as it may be extended, the “Expiration Date”).

The Tender Offers are being made pursuant to the terms and subject to the conditions set forth in the Offer to Purchase, which was previously distributed to holders of the Notes. Except as described in this press release, all other terms of the Tender Offers as described in the Offer to Purchase remain unchanged.

This press release is qualified in its entirety by the Offer to Purchase.

The Company and Fortescue have appointed BofA Securities as the Dealer Manager for the tender offers. D.F. King & Co., Inc. is acting as the tender and information agent for the Tender Offers (the “Tender and Information Agent”). For additional information regarding the terms of the Tender Offers, please contact BofA Securities at (888) 292-0070 (toll-free) or (980) 388-3646 (collect) or by email at debt_advisory@bofa.com. Requests for documents and questions regarding the tendering of Notes may be directed to the Tender and Information Agent by telephone at (888) 887-0082 (toll-free) or by email at fmg@dfking.com.

This press release is for informational purposes only and does not constitute an offer or an invitation to participate in the Tender Offers. The Tender Offers are being made pursuant to the Offer to Purchase, copies of which have been delivered to holders of the Notes, and which set forth the complete terms and conditions of the Tender Offers. Holders are urged to read the Offer to Purchase carefully before making any decision with respect to their Notes. The Tender Offers are not being made to, nor will the Company accept tenders of Notes from, holders in any jurisdiction in which it is unlawful to make such an offer or solicitation. None of Fortescue, the Company, their respective directors, the Dealer Manager, the Tender and Information Agent or the trustee for the Notes makes any recommendation as to whether holders should tender Notes in response to the Tender Offers. Neither the Offer to Purchase nor any related documents have been filed with, and have been approved or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

Certain statements in this press release, including those describing the timing, terms, conditions, and other aspects of the Tender Offers, constitute forward-looking statements. These statements are not historical facts but instead represent only Fortescue’s belief regarding future events, many of which, by their nature, are inherently uncertain and outside Fortescue’s control. Accordingly, there are risks and uncertainties that could impact Fortescue’s ability to complete the Tender Offers on favorable terms, if at all, general market conditions that could affect the Tender Offers and other risks and uncertainties, many of which are beyond Fortescue’s control, that could cause its actual results to differ, possibly materially, from the anticipated results indicated in these statements.

Contact Information:

Andrew Driscoll, Director Corporate Finance
Phone: +61 8 6218 8112
Email: andrew.driscoll@fortescue.com

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