First Quantum Minerals Ltd.
LSE : FQM
TSX : FM

First Quantum Minerals Ltd.
Adastra Minerals Inc.
TSX : AAA

Adastra Minerals Inc.

August 14, 2006 15:05 ET

Acquisition of Adastra Minerals by First Quantum Minerals

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Aug. 14, 2006) - First Quantum Minerals Ltd. ("First Quantum" or the "Company") (TSX:FM)(LSE:FQM) announced that further to the announcement dated May 1, 2006, and following approval by shareholders of Adastra (TSX:AAA) on August 3, 2006 and approval by the Supreme Court of the Yukon Territory on August 9, 2006, the Company is pleased to confirm the successful completion of the arrangement whereby the Company has acquired, by way of court approved plan of arrangement, 100 per cent of the issued and outstanding Class "A" common shares of Adastra (the "Acquisition"). Adastra's shares will be delisted from the Toronto Stock Exchange (the "TSX") and have been delisted from the London Stock Exchange's Alternative Investment Market ("AIM"). In addition, Adastra will begin the process of ceasing to be a reporting issuer or the equivalent in the relevant Canadian provinces and in the United States.

Adastra shareholders who have not yet sent to the depositary, Computershare Investors Services Inc., letters of transmittal are reminded that they should do so. The final date for the completion and submission of letters of transmittal, together with the certificates representing their Adastra shares, in order to receive payment under the arrangement is August 11, 2012. The amount of Adastra shares remaining to be deposited under the arrangement (the "Remaining Shares") is approximately 12,000. Letters of transmittal should indicate whether the depositing shareholder is electing to receive either (a) the cash alternative, consisting of Cdn.$2.92 in cash for each Adastra Share, or (b) the share alternative, consisting of one First Quantum common share and Cdn.$0.265 in cash for every 14.76 Adastra shares subject, in all cases, to pro ration based upon the maximum amount of cash and First Quantum common shares available. Further details of the arrangement are set out in the circular to Adastra shareholders dated July 12, 2006. The circular and the letter of transmittal referred to above may be downloaded from the SEDAR website (www.sedar.com). The depositary will be able to assist Adastra shareholders in the event they have inquiries as to how to complete their letters of transmittal.

As at August 11, 2006, and subject to final determination of deficiencies, letters of transmittal have been received in respect of the valid deposit of approximately 22 million Adastra shares under the arrangement, which will result in the issue of approximately 1.26 million common shares of First Quantum (the "Completion Shares"). Payment of a total of approximately Cdn$10.46 million in cash is expected to be made on or about August 15, 2006. Cash payments will be funded directly from Company's ongoing cash resources. Adastra shareholders who elected to receive the First Quantum common shares will receive Cdn$0.0964 in cash plus 0.0660 of a First Quantum common share for each Adastra common share deposited subject to adjustment in respect of fractional shares. Those Adastra shareholders who elected to receive cash will receive Cdn$2.92 in cash for each Adastra common share deposited subject to adjustment in respect of fractional shares. Adastra shareholders who have deposited letters of transmittal but who have not elected to receive either the cash alternative or the share alternative are deemed to have selected the share alternative, as set out in the circular.

Application will be made for admission of the Completion Shares to trading on AIM. Admission of such shares to trading on AIM is expected to take place on or about the week of August 14, 2006.

Application has also been made to the London Stock Exchange for the block admission to AIM of the Remaining Shares, which will be issued from time to time on receipt of letters of transmittal from Adastra shareholders. Block admission of such shares is expected to occur on or about the week of August 14, 2006.

Both the Completion Shares and the Remaining Shares have been conditionally approved for listing on the TSX, subject to receipt by the TSX of certain standard documentation required by it in connection with completion of the Acquisition.

Forward-Looking Statements

Certain information contained in this news release may constitute "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 Autorite des marches financiers in Quebec, the United States Securities and Exchange Commission and the Alternative Investment Market operated by the London Stock Exchange.

On Behalf of the Board of Directors of First Quantum Minerals Ltd.

G. Clive Newall, President

12g3-2b-82-4461

Listed in Standard and Poor's

Sedar Profile #00006237


The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • First Quantum Minerals Ltd.
    Geoff Chater
    North American Contact
    (604) 688-6577 or Toll Free: 1-888-688-6577
    or
    First Quantum Minerals Ltd.
    Bill Iversen
    North American Contact
    (604) 688-6577 or Toll Free: 1-888-688-6577
    (604) 688-3818 (FAX)
    info@fqml.com
    or
    First Quantum Minerals Ltd.
    Clive Newall, President
    United Kingdom Contact
    +44 140 327 3484
    +44 140 327 3494 (FAX)
    clive.newall@fqml.com
    or
    First Quantum Minerals Ltd.
    Carina Corbett
    United Kingdom Contact
    +44 20 7907 4761
    www.first-quantum.com