3rd Nov 2009 15:30
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NEWS RELEASE 09-29 November 03, 2009 www.first-quantum.com |
First Quantum Rejection of "Mini-Tender" Offer from TRC Capital
First Quantum Minerals Ltd. ("First Quantum" or the "Company", TSX Symbol "FM", LSE Symbol "FQM") has been notified of a so-called "mini-tender" offer by TRC Capital Corporation to purchase up to 1 million shares of its common stock, which represents approximately 1.3 percent of its outstanding common stock. First Quantum noted that TRC's unsolicited offer of $66.50 per share was more than 12.2 percent below the closing price of First Quantum's shares on October 29, 2009, the day the offer was commenced. The closing price of First Quantum's shares on November 2, 2009, was $72.91. First Quantum also noted that the offer is subject to numerous conditions, including receipt of financing by TRC and there being no decrease whatsoever in the trading price of First Quantum stock.
First Quantum does not recommend that shareholders tender their shares in response to this unsolicited offer. First Quantum notes that it does not in any way endorse the TRC Capital Corporation offer and is in no way associated with TRC Capital Corporation, the offer, or the offer documentation.
TRC Capital has made such "mini-tender" offers for the shares of other companies. These offers have sought less than five percent of a company's outstanding shares, thereby avoiding many procedural and disclosure requirements under Canadian and US Securities laws because they are below the thresholds to provide such disclosure and procedural protections for investors. Securities regulators in the Canada and the United States have recommended that shareholders exercise caution in connection with mini-tinder offers and that they consult their investment advisors regarding these types of offers. Comments from the Canadian Securities Administrators on mini-tenders can be found under OSC Staff Notice 61-301 at: www.osc.gov.on.ca/en/SecuritiesLaw_csa_19991210_61-301.jsp. The U.S. Securities and Exchange Commission has published investor tips regarding mini-tender offers on its website at: www.sec.gov/investor/pubs/minitend.htm.
First Quantum shareholders who have already tendered are advised that they may withdraw their shares by providing the written notice described in the TRC Capital Corporation offering documents prior to the expiration of the offer on November 26, 2009. According to TRC's offer documents, shares that are tendered but not withdrawn prior to the expiration of the offer may not be withdrawn for a period of 10 days following the expiration of the offer on November 26, 2009, even if TRC Capital does not accept the shares for payment.
On Behalf of the Board of Directors 12g3-2b-82-4461
of First Quantum Minerals Ltd. Listed in Standard and Poor's
G. Clive Newall
President
For further information visit our web site at www.first-quantum.com
North American contact: Sharon Loung 8th Floor, 543 Granville Street, Vancouver, British Columbia, Canada V6C 1X8 Tel: (647) 346-3934 Fax: (604) 688-3818 Toll Free: 1 (888) 688-6577 E-Mail: sharon.loung@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: [email protected] OrSimon Hockridge Hogarth Partnership Ltd. Tel: +44 (0) 20 7357 9477
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. Such forward-looking statements or information, including but not limited to those with respect to the prices of gold, copper, cobalt and sulphuric acid, estimated future production, estimated costs of future production, the Company's hedging policy and permitting time lines, involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Such factors include, among others, the actual prices of copper, gold, cobalt and sulphuric acid, the factual results of current exploration, development and mining activities, changes in project parameters as plans continue to be evaluated, as well as those factors disclosed in the Company's documents filed from time to time with the Alberta, British Columbia, and Ontario Securities Commissions, the Autorité des marchés financiers in Quebec, the United States Securities and Exchange Commission and the London Stock Exchange.
Related Shares:
FQM.L