19th Apr 2006 15:14
First Quantum Minerals Ld19 April 2006 Not for release, publication or distribution in whole or in part in or into Australia or Japan. NEWS RELEASE 06-14 April 19, 2006 www.first-quantum.com FIRST QUANTUM FILES REVISED OFFER FOR ADASTRA MINERALS First Quantum Minerals Ltd. ("First Quantum", TSX Symbol "FM", LSE Symbol "FQM")announced today that it filed on April 18, 2006 with the securities regulatorsin Canada and the United States, a notice of variation and extension whichamends the terms of First Quantum's offer to acquire all of the outstandingshares of Adastra Minerals Ltd. as agreed with Adastra in the Support Agreementdated April 11, 2006. The offer expires at 11:59 pm (Toronto time) on April 28,2006. As previously announced in the revised offer, Adastra's common shareholders willhave the right to elect to receive either: (a) $2.92 in cash per Adastra commonshare or; (b) 1 First Quantum common share plus $0.265 in cash (in lieu of beingentitled to First Quantum's May 10, 2006 dividend payment) for every 14.76Adastra common shares tendered, subject to pro ration based upon the maximumamount of cash and First Quantum common shares offered. The maximum amount ofcash to be offered by First Quantum will be approximately $41.3 million,comprised of $40 million for the $2.92 cash election and $1.3 million for the$0.265 cash payment, and the maximum number of First Quantum common shares to beoffered will be approximately 4.9 million, taking into account the conversion ofAdastra's outstanding share options and warrants. Assuming full pro ration ofthese maximum amounts, this would result in approximately $0.475 in cash andapproximately 0.057 First Quantum common shares per Adastra common share. About First Quantum Minerals First Quantum is a mining and metals company whose principal activities includemineral exploration, development and mining. First Quantum produces LME grade"A" copper cathode, copper in concentrate, gold and sulphuric acid. FirstQuantum's operations in Zambia include the 100% owned Bwana Mkubwa SX/EWfacility and sulphuric acid plants and the 80% owned Kansanshi open pitcopper-gold deposit. In the Democratic Republic of Congo, First Quantum operatesthe 100% owned Lonshi open pit copper mine which provides oxide copper ore forprocessing at Bwana Mkubwa, a 100% interest in the newly discovered Frontiercopper-cobalt deposit, and 11,000 sq/km of exploration rights. In Mauritania,First Quantum is developing the 80% owned Guelb Moghrein copper gold deposit. Important Notice Reference to the word "Offer" in this news release means the offer, as amended,of First Quantum to purchase all of the common shares of Adastra The content of this press release, which has been prepared by and is theresponsibility of First Quantum, has been approved by Numis Securities Limited,Cheapside House, 138 Cheapside, London England EC2V 6LH, solely for the purposesof section 21 of the United Kingdom's Financial Services and Markets Act 2000.Numis Securities Limited is acting exclusively for First Quantum in connectionwith the Offer and no one else and will not be responsible to anyone other thanFirst Quantum for providing the protections afforded to clients of NumisSecurities Limited nor for providing advice in relation to the Offer or anyother matter referred to in this press release. This announcement does not constitute or form part of any offer to sell orinvitation to purchase any securities or solicitation of an offer to buy anysecurities, pursuant to the Offer or otherwise. This announcement is for information purposes and is not a substitute for theformal offer and take-over bid circular. First Quantum has filed with the U.S.Securities and Exchange Commission a Registration Statement on Form F-80, asamended, which includes the offer and take-over bid circular, and a tender offerstatement on Schedule 14D-1F, as amended. Adastra Shareholders are urged to readthe circular and any other materials relating to the Offer, including theregistration statement on Form F-80, as amended, and the tender offer statementon Schedule 14D-1F, as amended, because they contain important information.Copies of the circular and other materials relating to the Offer can be obtainedwhen they become available free of charge at the SEDAR website at www.sedar.comor on the EDGAR website at www.sec.gov. or from RBC Dominion Securities, Inc. inCanada or RBC Capital Markets Corporation in the United States, who are actingas First Quantum's dealer managers (Toll Free 1-866-246-3902 (Canada) or1-866-246-3902 (United States)) or Innisfree M&A Incorporated for the UnitedStates and other locations (Toll Free 1-888-750-5834 (English speakers) or1-877-825-8777 (French speakers)), who is acting as First Quantum's InformationAgent. This press release contains forward-looking statements. The words "expect","will", "intend", "estimate" and similar expressions identify forward-lookingstatements. Forward-looking statements are necessarily based upon a number ofestimates and assumptions that, while considered reasonable by management, areinherently subject to significant business, economic and competitiveuncertainties and contingencies which could cause actual results to differmaterially from the future results expressed or implied by the forward-lookingstatements. Such statements are qualified in their entirety by the inherentrisks and uncertainties surrounding future expectations. These risk factorsinclude, but are not limited to: realization of operational synergies, relianceon Adastra's publicly available information which may not fully identify allrisks related to their performance, success in integrating the retaildistribution systems, and the integration of supply chain management processes,as well as other risk factors listed from time to time in First Quantum'sreports, comprehensive public disclosure documents including the AnnualInformation Form, and in other filings with securities commissions in Canada (onSEDAR at www.sedar.com) and the United States (on EDGAR at www.sec.gov). On Behalf of the Board of Directors 12g3-2b-82-4461of First Quantum Minerals Ltd. Listed in Standard and Poor's Sedar Profile #00006237 Philip PascallChairman & CEO For further information visit our web site at www.first-quantum.com North American contact: Geoff Chater or Bill Iversen 8th Floor, 543 Granville Street, Vancouver, British Columbia, Canada V6C 1X8 Tel: (604) 688-6577 Fax: (604) 688-3818 Toll Free: 1 (888) 688-6577 E-Mail: info@fqml.com United Kingdom contact: Clive Newall, President1st Floor, Mill House Mill Bay Lane Horsham West Sussex RH12 1TQ United Kingdom Tel: +44 140 327 3484 Fax: +44 140 327 3494 E-Mail: clive.newall@fqml.com. or Carina Corbett, 4C-Burvale, Tel: + 44 20 7907 4761 The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. Certain of the information contained in this news release constitute "forward-looking statements" within the meaning of the Private SecuritiesLitigation Reform Act of 1995. Such forward-looking statements, including butnot limited to those with respect to the prices of gold, copper and sulphuricacid, estimated future production, estimated costs of future production, theCompany's hedging policy and permitting time lines, involve known and unknownrisks, uncertainties, and other factors which may cause the actual results,performance or achievements of the Company to be materially different from anyfuture results, performance or achievements expressed or implied by suchforward-looking statements. Such factors include, among others, the actualprices of copper, gold and sulphuric acid, the factual results of currentexploration, development and mining activities, changes in project parameters asplans continue to be evaluated, as well as those factors disclosed in theCompany's documents filed from time to time with the British Columbia SecuritiesCommission and the United States Securities and Exchange Commission. ENDS This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
FQM.LAAA.L