First Quantum Minerals Ltd.

First Quantum Minerals Ltd.

April 03, 2006 03:01 ET

First Quantum Announces Extension of Bid for Adastra

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - April 3, 2006) - First Quantum Minerals Ltd. ("First Quantum")(TSX:FM)(LSE:FQM) announced today that it has extended its formal Offer to acquire all of the outstanding shares of Adastra Minerals Inc. ("Adastra") to April 18, 2006. Approximately 26.0 million or 30.1% of Adastra's common shares, on a fully diluted basis, were tendered to this Offer prior to 5:00 pm (Toronto time) on March 31, 2006. As the minimum tender condition under the formal Offer of at least 50.1% was not satisfied, First Quantum has not taken up any of the common shares deposited under the Offer.

"We believe that there remains significant interest in our Offer and we feel it is prudent to extend the Offer to provide Adastra shareholders with additional time to consider their options," said Mr. Philip Pascall, Chairman and CEO of First Quantum.

The Offer is now open until 5:00 pm (Toronto time) on April 18, 2006, unless the offer is withdrawn or extended by First Quantum. Under the terms of the Offer, Adastra's common shareholders will have the right to elect to receive $2.65 in cash per Adastra common share or 1 First Quantum common share for each 14.76 Adastra common shares, subject to pro ration based upon the maximum amount of cash and First Quantum common shares offered. The maximum amount of cash to be paid by First Quantum will be approximately $36.3 million, and the maximum number of First Quantum common shares to be issued will be approximately 4.9 million, taking into account the conversion of Adastra's outstanding share options and warrants. Assuming full pro ration of these maximum amounts, this would result in approximately $7.35 in cash and 1 First Quantum common share for each 17.5 Adastra common shares subject to the offer (this equates to approximately $0.42 in cash and approximately 0.057 First Quantum common shares per Adastra common share).

About First Quantum Minerals

First Quantum is a growing mining and metals company whose principal activities include mineral exploration, development and mining. First Quantum produces LME grade "A" copper cathode, copper in concentrate, gold and sulphuric acid. First Quantum's operations in Zambia include the 100% owned Bwana Mkubwa SX/EW facility and sulphuric acid plants and the 80% owned Kansanshi open pit copper-gold deposit. In the Democratic Republic of Congo, First Quantum operates the 100% owned Lonshi open pit copper mine which provides oxide copper ore for processing at Bwana Mkubwa, a 100% interest in the newly discovered Frontier copper-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 the responsibility of First Quantum, has been approved by Numis Securities Limited, Cheapside House, 138 Cheapside, London England EC2V 6LH, solely for the purposes of section 21 of the United Kingdom's Financial Services and Markets Act 2000. Numis Securities Limited is acting exclusively for First Quantum in connection with the Offer and no one else and will not be responsible to anyone other than First Quantum for providing the protections afforded to clients of Numis Securities Limited nor for providing advice in relation to the Offer or any other matter referred to in this press release.

This announcement does not constitute or form part of any offer to sell or invitation to purchase any securities or solicitation of an offer to buy any securities, pursuant to the Offer or otherwise.

This announcement is for information purposes and is not a substitute for the formal 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, as amended, which includes the offer and take-over bid circular, and a tender offer statement on Schedule 14D-1F, as amended. Adastra Shareholders are urged to read the circular and any other materials relating to the Offer, including the registration statement on Form F-80, as amended, and the tender offer statement on Schedule 14D-1F, as amended, because they contain important information. Copies of the circular and other materials relating to the Offer can be obtained when they become available free of charge at the SEDAR website at or on the EDGAR website at or from RBC Dominion Securities, Inc. in Canada or RBC Capital Markets Corporation in the United States, who are acting as First Quantum's dealer managers (Toll Free 1-866-246-3902 (Canada) or 1-866-246-3902 (United States)) or Innisfree M&A Incorporated for the United States and other locations (Toll Free 1-888-750-5834 (English speakers) or 1-877-825-8777 (French speakers)), who is acting as First Quantum's Information Agent.

This press release contains forward-looking statements. The words "expect", "will", "intend", "estimate" and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. These risk factors include, but are not limited to: realization of operational synergies, reliance on Adastra's publicly available information which may not fully identify all risks related to their performance, success in integrating the retail distribution systems, and the integration of supply chain management processes, as well as other risk factors listed from time to time in First Quantum's reports, comprehensive public disclosure documents including the Annual Information Form, and in other filings with securities commissions in Canada (on SEDAR at and the United States (on EDGAR at

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

Philip Pascall, Chairman & CEO


Listed in Standard and Poor's

Sedar Profile #00006237

Certain of the information contained in this news release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements, including but not limited to those with respect to the prices of gold, copper 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. Such factors include, among others, the actual prices of copper, gold 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 British Columbia Securities Commission and the United States Securities and Exchange Commission.

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. - North American
    Geoff Chater
    (604) 688-6577 or Toll Free: 1-888-688-6577
    First Quantum Minerals Ltd. - North American
    Bill Iversen
    (604) 688-6577 or Toll Free: 1-888-688-6577
    (604) 688-3818 (FAX)
    First Quantum Minerals Ltd. - United Kingdom
    Clive Newall
    +44 140 327 3484
    +44 140 327 3494 (FAX)
    First Quantum Minerals Ltd. - United Kingdom
    Carina Corbett
    +44 20 7907 4761